Crashing Angels
by Flutterdash7
Summary: This is a story of Filly Fluttershy and Rainbow Dash. How they discovered the joys of life, love and friendship and all the surprises that happen along the way. This fic includes cute Flutterdash shipping as well as SoarinFire and TwiLuna.
1. Chapter 1: I remember

Luna's night settles over Ponyville, bringing with it a sense of peace and tranquillity to everypony and their family.

Luna herself glided silently from far above, enjoying her night with a slow glide over the town. She cruises past the border of the town, toward a small, majestic cloud house floating in the sky. Despite the proximity to the Everfree Forest, it is clear that no creature had attempted to harm the dwelling or the family who lived inside. A small rainbow pool is embedded in a cloud attached to the side of the house, twinkling merrily in the starlight. There are tiny rainbow coloured hoof marks dotting the clouds nearby. Somepony small had obviously been playing in it today. A smile breaks out across Luna's regal features as she spots it on her pass. She circles the house slowly, taking her time to drink in the beautiful sights.

Spotting a cloud some distance off, the royal alicorn slowly flies across to it. She shunts it along slowly, placing it within line of sight of the bedroom window at the back of the house. Satisfied, she seats herself down on the cloud to witness the spectacle taking place inside.

Two proud pegasi stand over their rainbow-maned daughter as she drifts off to sleep in her small cot next to her parents bed. Their scarf-like wedding bands fit snugly around their necks as they nuzzle each other gently. Both bands are the colour of their lovers coat and are each adorned with the other's cute mark to accompany it, showing the world to whom they belong. Fluttershy and Rainbow Dash watch for a few more minutes as their small yellow bundle of fluffy joy slips off into Dreamland. Her multicoloured mane has the occasional fleck of pink mixed in with the rainbow and her parents smiled as she played with it in her sleep.

After a few seconds, Fluttershy could feel her mate putting a wing over her and guiding her past their bed to the window Luna was looking into. Once 'Shy saw Luna, she smiled warmly, remembering the alicorn's kindness toward the young couple. The three ponies shared a knowing moment of silence before a satisfied Luna spread her wings and lifted off, floating away toward the Ponyville library.

The two pegasi remained for a few moments more, looking out over Ponyville. Fluttershy felt a shiver run across her back as the chilly night air made itself known. Noticing her discomfort, her marefriend pulled her in closer under the embrace of her strong cyan wing. With a contented noise, Fluttershy nuzzled Rainbow Dash, quietly enjoying their moment of peace. The nuzzle slowly turned into a passionate kiss. It was the perfect way to top off the day for Fluttershy and she felt her heart soaring. Her wings fluttered excitedly under the feathery cyan cover she was protected by. She had everything she could ever dream of and more, her animals, friends, and most importantly, the young family she and Dashie had been given the opportunity to start a few years ago. After a few moments, Rainbow Dash pulled away slightly to stare lovingly into Fluttershy's eyes. They hold each other's gaze for a few moments before Rainbow drew in close to Fluttershy's ear. Fluttershy feels like she is in heaven as her marefriend's muzzle brushed against her own.

"You remember what tomorrow is?" Dash asked before grinning slyly and giving Fluttershy a playful nip to her ear. This elicits an adorable little squeak from the quiet pegasus who blushed slightly before nodding in response.

Rainbow turned toward the cot where their young filly was sleeping and Fluttershy followed her gaze.

"I still remember my first day at school. You were the most beautiful thing I had ever seen."

Fluttershy darts past the cot and straight into their bed fleeing under the covers to cover her rapidly heating cheeks. She also did this to cut Dash's flattery short. After a few quiet moments, she felt the cloud they slept on move slightly as Rainbow slid in to join her from the opposite end of the bed.

They snuggle down to sleep in each others embrace. Neither mare has the energy to continue their little moment of fun as their shared warmth seeps into their bodies. They nuzzle each other gently as they let the call of sleep slowly take hold. A cute little squeak of joy emanates from the cot at the side of their bed, followed by the sound of a filly sucking on her hair in her sleep. Both mares break out in delighted grins as they attempt to picture the dream that managed to get such a reaction. They roll over to face their daughter, Rainbow Dash using Fluttershy's neck as a pillow as they gaze down on their little miracle. The sight of the adorable fillies smile as her dreams play out in her head causes the couple to relax into each other. They roll back over, their tired bodies reminding them of how much energy they had expended in the task of parenthood.  
'I remember…' Fluttershy thought to herself as she drifted off to sleep. Memories of the first time she crashed into the mare of her dreams drifted, unbidden into her tired mind and continued to entertain her even in her dreams as she held her dearly beloved close.

Ch 1. Part two: When angels meet.

It is a beautiful morning in Cloudsdale. The sun is shining, the rainbows are flowing and the clouds were nice and poofy underhoof. All this is all lost however, on a gangly yellow filly with a flowing pink mane who is walking shyly alongside her Mother, a mare with a deep yellow coat and flowing red mane. Fluttershy is nervous about her first day at school. She would be spending time in a strange place, surrounded by strange ponies and she would even have to sleep in a strange bed because her house was on the other side of Cloudsdale.  
The very thought of it made her want to run home and hide under her blankets. She again remembers that her pillow is in the saddlebags her mother is carrying and inched closer to her mum, trying to make herself invisible to the pegasi flying overhead.

The wide open streets narrow as they walk, the cloud buildings becoming smaller as they pass more and more houses. They round a corner and head toward a pair of large cloud gates. A blue and rainbow streak appears out of nowhere and blindsides Fluttershy. The yellow fillies mother turns at the sound of a surprised squeak to find two fillies tangled in a mess of rainbow and pink manes. The smaller blue coated stranger immediately disentangles herself from Fluttershy and cuts off her whispered apologies.

"Hey there, sorry about that. I need to look where I'm going sometimes."

The stranger pauses for a moment to take in the cute mess in front of her, cocking her head to the side inquisitively.

"What's your name by the way?"

Fluttershy immediately hides behind her mane, still sprawled on the ground, too nervous to get up. Realising the filly she smacked into is not as bold as she is, the cyan filly softens a little, offering her a hoof to help her up. Fluttershy feels herself slowly unfreeze at the touch of a gentle nudge from behind. Her mum motions toward the strange blue filly. Fluttershy swallows nervously but allows the stranger to help her up.

"So… what is your name?"

Fluttershy looks nervously at her mum, who smiles warmly down at her then takes off to stretch her wings, leaving the fillies for a moment. Fluttershy turns toward the friendly stranger, trying her best to make sure she is heard.

"Flutter.."

Her quiet voice falters, leaving the blue filly with a questioning look on her face. The stranger leans in toward Fluttershy, filling her vision with the spiky rainbow mane and her friendly, expectant face, pink eyes shining in the sun. Waiting.

"Fluttershy."

A nervous squeak follows causing the cyan filly to burst into a fit of giggles, a huge grin spreading across her blue muzzle.

"Cool. My name's Rainbow Dash, and I'm going to grow up big and strong and become the fastest flyer in all of Equestria, just like my big brother!"

The smile on the face of the speed talking filly is contagious, causing Fluttershy to grin too. Suddenly the day appears brighter and more colourful, just like Dash's shining rainbow mane. The cyan filly flutters her wings for dramatic effect, showing off.

"I can't fly yet. But I'm still practicing. How about you Fluttershy, can you fly yet?"

Fluttershy shakes her head sadly, staring at the ground. Rainbow Dash gently lifts Fluttershy's head with her hoof to gaze into her amazing aqua eyes.

"Hey, its ok… I'm sure we'll both learn soon enough. So where are you off to anyway?"

Fluttershy's mother chooses the moment to rejoin the pair. "She's off to her first day at school. Are you going too?"

Rainbow vigorously shakes her head. "No way. I'm not quite old enough yet. But school sounds boring anyway." Fluttershy feels herself grow sad again. She had almost made her first friend and it looked like she is going to lose the opportunity already. Rainbow notices the change and pipes up.

"I'll be a big filly soon. In a few months time I'll see you at school. Okay?"

Fluttershy nods, she feels her smile reappear. "Yay…" She quickly hides behind her mane again with her signature squeak, blushing slightly. Rainbow barely contains herself from rolling on the clouds laughing at the cute yet hilarious display in front of her. Fluttershy feels her mother give her a nudge from behind. Rainbow notices the hint too.

"Well you have fun, I'm off to go play some cool pranks at my dad's work."

A mischievous grin overtakes Rainbow's face as she talks. She trots off before the shy filly can answer her again out loud, waving goodbye and flapping her wings in the breeze as if she were flying.

"Ready now?" Her mum asks, a warm smile plastered all over her kind face.

She can see her filly has found her first friend. It brings warmth to her soul to finally witness the sight she had hoped to see for a long time. Fluttershy nods nervously and resumes following her mum to school. She looks over her shoulder to try and spot the rainbow moving in the crowd but it's too late. Dash had disappeared. She could not help but look forward to seeing the cyan filly again in a few months time.


	2. Chapter 2: The life of a Rainbow

Chapter 2: The life of a Rainbow

Rainbow Dash awakens with a start in the night, but relaxes again as soon as she feels Fluttershy's warmth. She wriggles around in bed to get more comfortable, turning her head so she can stare into the face of the sleeping pony who had found a special place in her heart long ago.  
She gently lifts the pink mane out of the way, letting it fall gracefully to the side. As her hoof gently grazes Fluttershy's head, the sleeping pony mumbles something in her sleep and snuggles in closer, nuzzling Rainbow Dash a little. The daredevil flyer smiles warmly, her wings twitching in excitement as Fluttershy dreams her sweet dreams. Although Rainbow Dash feels she cannot not sleep now, she doesn't want to awaken the sleep-snuggling beauty she was holding. To compensate, she lets her mind wander back to when she was reunited with her dream mare.

A rainbow mane flaps in the breeze as its owner looks out over Cloudsdale. Rainbow Dash watches the sun slowly dip below the horizon, bored out of her mind but unwilling to go home. She is sitting on top of a small ridge of cloud her mother had made for her. It is specially made so that foals who can't fly can still make it to the top and enjoy the majestic sight of Cloudsdale. The sweeping cloud landscape dissolves into houses on every side, making the ridge an excellent vantage point for spotting her next prank victim.

Her thoughts wander to the cool but shy filly she had met few months ago and she wonders if Fluttershy even remembers she exists. '_She probably has a whole bunch of new friends by now,'_ Rainbow thinks to herself and sighs. Then a new thought invades her mind, _'Maybe not, she was awful shy when I last saw her. Maybe I still will have a chance to make her my friend. It would make my life about twenty percent cooler if she was my first friend. I just hope she's ok.'_ Shaking her head in an attempt to clear her thoughts, Rainbow Dash realises something.

"About twenty percent cooler, I gotta remember that one. It's so… cool."

That puts a smile on the face of the seemingly infallible filly. She flicks out her wings in a manner she imagines looks cool and attempts to take off from the cloud ridge she had climbed to. She flies a few feet before her wings give out completely and she plummets to the clouds below. Detaching herself from the cloudstuff that had suddenly became stuck to her, she flutters her wings in an annoyed manner, stalking off toward home, thinking of how easy her brother always made it look.

She isn't fond of home. All the other foals in the area have cool parents who take them places and give them awesome birthday parties. She knows hers is in a few days time and is certain of how it will go. Always the same old boring family party where all the older ponies in the family get together for a few drinks and forget about her. Her, the super awesome Rainbow Dash! She lets out a sigh, thoughts of her absent brother driving her mood down further. Her mane almost hitting the clouds beneath her hooves, she slogs onwards. That was problem was having parents who were so old. They just didn't understand what it was like to be young anymore. Even Soar' seemed to forget, ever since he had been accepted into the advanced flight academy.

Strutting through the small cloud streets, heading for home, she puts her family out of her mind. The amazing cloud houses, all hoof made box her into the small streets she is traversing. Dash dips her head in time with a tune that enters her head, doing her best to hold her air of awesomeness. She rounds a corner and almost drops it in shock, her heart stopping as she spots a group of 4 rough looking colts. They all are wearing scraps of clothing covering various parts of their hides and where there are no clothes, scars and tattoos show. Rainbow Dash knows she has been spotted by the nastiest gang in the area. Fear bubbles up her chest, she she fights it, forcing herself forward trying not to break into a gallop, knowing that running is useless. The two parties met in the middle of the street. Rainbow holds her head high and attempts to continue on her way nonchalantly. The gang colts flare their wings, creating a wall in front of the fearful filly.

"Look what we have here, colts."

The gang leader, a tall, muscular pegasus colt who has every hair on his young frame painted dark colours speaks up, puncturing the troubled silence with his mocking voice.

"It's Rainbow Crash."

Rainbow stops, her wings flaring in typical pegasus fight or flight fashion. Her entire frame takes on the stance of a petrified filly making it clear that it is the latter course of action she is wanting. However from muzzle to eye, her features transform into one of hatred at the sound of the name.

"Its 'Dash' you featherbrain!" Somehow she finds her voice. It is coloured with fear and fueled by the dislike for the colts standing in front of her. One of them snickers at the insult thrown at his leader. The lead colt gives Rainbow Dash an intimidating stare, which is returned in earnest by the cornered feeling filly. A few more tense moments follow, then the gang continue to shepherd their prey closer to the cloud wall at her back.

Chuckling softly yet menacingly, they slowly advance upon their victim. The colts gradually back her up till she hits cold, hard cloud with her rump causing her to suddenly stop. Spotting this, cruel grins plaster themselves on the features of the aggressors. The smell of fear seeps into the atmosphere as Rainbow Dash feebly cowers. She is doing her best to keep up appearances in the face of the looming evil but can feel what was left of her mask lapsing.  
Rainbow Dash's imagination starts telling her what the beating would feel like, past experiences rising, unbidden to mind, and she resolves to win this time.

The lead colt enters hoof range and receives a swift delivery of cyan hoof to the face as a frightened Rainbow Dash lashes out.

"Get her!"

Barked command causes the others pile onto Rainbow Dash, laying her low on the cloudstuff where they continue to beat the stuffing out of her tiny frame. She bucks and kicks with all her strength, quickly losing as the overpowering stronger, older colts tear her down. Her body cries out in agony as blow after blow lands on her small frame.

Suddenly Rainbow Dash feels the attacks cease. Her mind blurred, reeling, unbelieving of the events that are unfolding. Somepony is yelling but she shuts them out, willing herself to get up. She staggers to her hooves, sore wings flapping to assist her rise. She focuses on the muscular stallion now standing in front of her and a groan escapes her. Uncle Raincloud towers over Rainbow Dash. His short greying mane, flecked with shades of dark blue-black, sticks out in every direction drawing attention away from his cornflower blue coat, flecked with white. Patches of fur are missing from random areas and a black raincloud cutie mark adorns his old, yet muscular, flank. His lightning bolt yellow eyes scan the cyan filly before him checking for signs of a major injury. Rainbow feels a wash of annoyance. Of all the ponies in Equestria, it just had to be him flying past, her tough as steel uncle.

"Hey, filly. I know you like this as much as I do, but unless you want to get beaten to a pulp again, you will follow me and explain to your mother why you are out late like this."

_'Great.'_ Rainbow Dash thinks to herself but complies, trailing along behind him, knowing that Raincloud will follow up without a moments notice. Despite his age, she knew that nopony around the area wants mess with him. This becomes exemplified once again by pony they encounter. They all cross to the opposite side of the street or take flight to avoid him as they march along. Rainbow is forced to canter to keep up with his swift pace but does so in fear of getting left behind. They march along, the clouds getting successively darker and dirtier looking as they near Rainbow's home. Many clouds look like they need replacing and there are the occasional holes in the road.

She arrives at the small house she is forced to call home. The clouds that make it up are the same boring grey colour as the cramped houses on either side. She turns her gaze to the industrial zone nearby, noting that nothing is out of the ordinary then pushes open the door. Her senses are immediately invaded by the smell of cider and the low bass snoring of her dad. Blaze has an inferno red coat with a greasy rainbow mane that hits the floor. He is sleeping in his usual position on the cloud couch, dead to the world around him. Empty cider bottles are strewn around the floor nearby. A flash of annoyance crosses Rainbow dash's face, that is all he seems to care about. Cider and sleeping. _'And work too.'_ She thinks angrily to herself. She notices he hasn't cleaned himself up at all since coming home from the rainbow factory where he works. The evidence is easy to spot. Small smudges of multicoloured goo are scattered all through his coat and stain the cloud couch he is sleeping on.

Her uncle enters behind her and stops at the sight.

"Well I see your old mum isn't home. Guess I'll just go. We don't want to wake sleeping beauty from the nap of the century."

Rainbow Dash nods in agreement. A grin spreading across her annoyed features, only to be killed by the parting comment.

"I'll see you on Sunday, young one."

Rainbow Dash turns to watch him leave, a frown covering her features. She turns back to bombsite that is the family living room. The box like room is the largest in the small house and apart from the litter strewn across the floor, is as empty as always. She wrinkles up her nose as she sneaks past her dad toward the kitchen where she hopes to find something half decent that a filly can eat. The small, tidy kitchen includes the dinner table in the same room. The place looks like it is in need of some love and care but Rainbow knows that will never happen. She looks around the small store room in the corner with a lackluster look in her eyes, not expecting to find much. She quickly gets bored of staring at the same old food and picks something up that she figures looks okay then proceeds to wander off toward her room snacking on it.

The cyan filly wanders down the cloud hallway letting her eyes briefly flick through the photos on the walls. The joy in couples eyes as they hold their first born colt with his pale blue coat and dark blue mane causes a smile to break out on her face. Her parents first family picture still seems to still hold the magic of the moment, eighteen long years later. She passes several frames eventually reaching the ones that include her, noting how old everypony seemed to get before she entered their lives and made the world a cooler place to live.

-

She awakes from a nap that she didn't realise she had fallen into. After few seconds she realises somepony is leaning over her. Her eyes slowly focus on two jade orbs hovering in space, belonging to her mother. Gust Dash waits patiently in front of her, flight goggles still hanging around her muscular neck.  
Gust gives her filly another gentle prod to check she's awake. Rainbow Dash rolls over, facing away from her mum. The concerned looking storm cloud grey mare with a wind whipped black mane, waits painterly for her daughter to awaken fully. She remains in place, using her presence to ensure that Rainbow Dash doesn't fall asleep again. Rainbow puts on a show of sleeping, attempting to fool her mother into thinking she is still asleep. Gust smiles knowingly, deciding to play their little game. She prowls to the doorway before turning and slowly walking out, calling to Rainbow over her shoulder.

"Good to see you're finally awake dear. Dinners ready. We don't want your father to eat it all now, do we?" The reaction is instantaneous. Dash leaps out of bed and zooming out of her room, leaving a small rainbow trail in her wake. She speeds past her mum who smiles mischievously then waltzes after her, satisfied that she has won again. Rainbow Dash speeds into the small dining area currently occupied only by Blaze, who was already stuffing his face. He ignores Rainbow Dash, intent on his big meal. Amethyst eyes locked hungrily onto the food in front of him. Rainbow speeds across to the opposite end of the table, almost knocking everything onto the floor and proceeds to enjoy her small meal.

"I see you two started without me. Again."

Blaze turns and spots Gust standing behind him, a massive piece of cabbage hanging out of his mouth. His 'I'm busy eating.' expression quickly dissolves into a sheepish one as he spots his mate and the look she is wearing on her face. He quickly devours the cabbage and gives her an apologetic kiss on the cheek. Gust sits down next to Blaze, intertwining her tail with his. She joins in with his meal and the two share what's left of it together. He compensates by draping his unkempt wing over her, gifting her with some of the rainbow coloured muck on the tatty wing. Despite the mess that now staines her coat, she doesn't force him remove his wing. She instead nuzzles him lovingly and he reciprocates, a look of immense pleasure covering his ageing red face. It is clear that his earlier uncaring attitude he displayed when his daughter walked in has been washed away as he loses himself in the moment with Gust.

Witnessing the show of affection makes Rainbow Dash feel like she wants to gag on her food as they continue to engage with each other. She hates it when they do this at the dinner table. It annoys her even more that only her mum can break the lazy stallion down. She speeds up her pace, quickly cleaning her plate with one last lick to just make sure she is finished. Rainbow Dash looks inquiringly at her mother who gives her an affirming nod before returning to her shared meal and the stallion who is now putty in her hooves. Rainbow slowly makes her way to her room, feeling content with a full belly and happy to escape the scene in the dining room before it gets any worse for the unwilling spectator.

She plonks herself down on her small bed, gazing up her posters of the Wonderbolts. She glances at a small picture close to her bed of her older brother, dressed as Wonderbolt for the tryouts. Although the awesome blue outfit covers most of his body she can still make out the light blue wings poised for flight. His look of calm pride covers his face, reassuring Dash that he will be home soon for her birthday party. She lets her gaze wander to the big poster that claims the center of attention above her bed. She grins widely as she imagines herself and Soarin' on the poster with them, both dressed in that awesome flying outfit. Her wild imagination takes over, her small wings unfurling before leaping about her room, pretending to fly. She bounces off the walls using her wings to ease her falls, completely lost in her own world.

Suddenly the door to her room opens, breaking her concentration. She slams into the opening door and hits the cloud floor. Gust gently picks her daughter up then places Dash on the clouds to face her.

"Your father and I can see you have been in another fight today Rainbow Dash. Who was it with this time?"

Rainbow feels herself freeze under her mother's withering gaze.

"Uh… it… it was Rocky and his gang, but Uncle Raincloud saved me."

She tries to smile like nothing's wrong. The look on Gusts face tells her she doesn't believe her.

"Right. Well I guess I'll just check with him when he arrives for your birthday party then. Goodnight sweetie." Gust leans in and lightly kisses her daughter before walking out. Blaze lingers in the doorway, seemingly unsure of what to do after his mate's departure.

"Good night Rainbow. You have a big day coming up."

With that, he walks out, closing the door and leaving Rainbow Dash to her thoughts. The filly quickly decides on bedtime. Sleeping always held an appeal for her. 'I suppose it's one good thing I got from my dad,' Rainbow thinks to herself as she plonks herself down on her bed, drifting off into Dreamland.


	3. Chapter 3: School

Celestia's sun breaks through the window into Rainbow Dash's room. The rays of light cause her to roll over in an attempt to avoid the penetrating brightness. She continues to lie there, unable to return to the realms of slumber but unwilling to extract herself from her bed. Her brain clicks into gear and she sighs. 'Birthday day. This is going to be boring.'

Moments pass as her young mind wanders. School. Yet another upcoming thing for her to dread. She imagines what the classes would be like. Dull old pegasus ponies telling the class what to do, scary crowds, and bullies. 'I hope Rocky and his gang aren't there. I don't want to get beaten up every day,' Rainbow Dash thinks to herself. She suddenly remembers something her mum had briefly mentioned: Flight school. A fun holiday school where awesome fillies like herself get to learn how to fly like champions, do awesome tricks and even race. This brings a smile to her face. 'I'll be the first one there to fly!' Feeling herself fill with sudden energy, Rainbow Dash leaps up and out of bed. She waltzes off down the hallway, a spring in her step. Rainbow Dash can imagine her breakfast calling to her and does not want to deny her food the privilege of being eaten by the most awesome pegasus ever.

She strolls into the kitchen to find her mother preparing something. Sniffing the air, a grin creeps onto her face. It smells like… 'birthday cake! Pie too? Wait, apple pie means Soarin's coming' Rainbow Dash dances a quick jig of joy. Hopefully her brother can finally give her a totally awesome birthday present, flying lessons.  
Gust's food is always one of the highlights of family parties. Knowing this, Dash's tummy chooses this moment to complain loudly, resulting in Gust turning to check out the source of the unexpected noise. A smile lights up her slightly aged features at the unexpected entry.

"Rainbow Dear, you're up early. Sounds like somepony's hungry!"

Rainbow chuckles, her good mood bolstered by the promise of awesome food. Rainbow Dash's stomach rumbles like an earthquake again.

"Here." Gust smiles cheekily, knowing the noise's meaning all too well.

Rainbow reclines on her small cloud hill, away from the rest of the world. Her belly is full, body relaxing, thoughts allowed to roam at will as she imagines flying. Her wings move in tune to her day dream. Faster, faster, faster. Beating Soarin' in a race. A massive smile grows on her blue face, she can't help but imagine the look on his face when that day finally comes.

"Rainbow? Rainbow! Hey filly!"

She snaps out of it then jumps out of her skin, staring at the stallion in front of her. Blaze chuckles to himself. He knows exactly what being yanked out of a cool day dream is like and finds it amusing that of all ponies, his daughter has inherited his skills for napping.

"Your mother said it's time for you to come home. We have a surprise for you young filly."

Rainbow glides down from her cloud, landing hard on the cloud-stuff beside her dad.

"Come on up!"

He lies down, indicating for her to climb on his back. The cyan filly stares at him for a few seconds in surprise, then complies, noting that her dad's coat is clean for once. He glances back at her, checking she's safe then he stands up and awkwardly takes off, flying home. He cruises along for a few moments before making known a thought that crosses his lazy mind.

"You know, you reminded me of somepony back there."

"Yea'? Who's that, dad?"

"Me." The stallion fills the air with his deep laughter as his daughter groans, rolling her eyes.

"Thanks, Dad." They glide along the last few streets, then alight on the doorstep to their home. Blaze is wearing an infectious grin on his muzzle that leaves Rainbow smiling too as she slips off his back. The door swings open, revealing Gust Dash. The two adults share a winged hug while their daughter stands by growing impatient and trying not to gag. After what feels like an eternity for the filly, her parents break it up. Gust turns to her daughter.

"Okay Rainbow, are you ready?"

"Of course!" Rainbow Dash feels apprehension setting in. 'The rest of the afternoon is going to take forever, I hope Soar' made it.' Rainbow thinks to herself but does her best to keep her smile glued to her muzzle. Gust nods, pleased, and casually steps out of the way exposing the dark living room. Rainbow Dash can make out little in the dark, except for the bump of the couch, where it sits in the back corner. Gust motions with her wing, her warm smile still plastered on her face.

"Come on silly filly, your family doesn't have all day." A confused look crosses Rainbow Dash's features, she can't spot anypony about. Giving up she steps inside and reflexively walks toward the door to the kitchen.

"Happy birthday!"

The lights flick on. Rainbow Dash jumps in surprise, her wings flaring and eyes widening. Uncle Raincloud emerges from the doorway in front of her, an equally aged purple pegasus by his side. Other pegsui descend from above. Her small family quickly surrounds her, congratulating her for reaching school age. The words fall on a pair of blue ears that are deaf to her family's words. Looking around, Dash's smile desserts her completely, there is no big brother to be seen.

Seemingly out of nowhere, her birthday cake appears, borne aloft on the back of one of her uncles, his wings supporting the sides to ensure it stays in place. He neatly slides it into a table near the couch in the corner where its 5 flickering lights burn brightly. Rainbow Dash stares open mouthed at the rainbow coloured cake in front of her. Her mother joins her side.

"Are you going to blow out your candles dear?" A smile breaks out on Dash's face. She forgets her troubles, brightening up almost immediately.

"You got it, mum!" She leaps up to it and energetically obliges her mother's wish.

From the moment the candles were blown out to the time all the guests left, Rainbow felt herself slowly getting more and more bored. What had started off as a party all about her, the most awesome pegasus ever, slowly but surely had descended into the usual sort of family get together that left her sitting alone while the grownups stood around drinking, talking and whatever other boring things they do. By that point Rainbow Dash had stopped caring what. 'I want this to be over!' she silently raged to herself. Even her mother had been snared into the boringness of the once awesome party. So she waits and hopes that the day will improve once she arrives at school.

After what feels like an eternity for the cyan filly, the front door opens to reveal two proud young pegsui. Rainbow Dash hardly notices the gold coated one, having eyes for the light blue young stallion. Soarin' stands in the doorway for a few moments, absorbing the atmosphere before being hug tackled by his rainbow maned little sister.

"Hey sis. Happy Birthday!"

"Ohmygoshohmygoshohmygosh. I"m so glad your here!" Rainbow Dash pulls away from her brother, joy shining brightly in her pink eyes as she takes in the sight she had been dreaming of seeing for a long time.

"Woah there Rainbow, slow down. I want you to meet my good friend Spitfire. I hope you don't mind her coming to your party too."

Rainbow cocks her head to the side, noticing the golden-yellow young mare beside him. Her eyes widen as she spots the Thunderbolt cutie mark.

"Awesome!"

Spitfire smiles broadly, knowing exactly what the young filly is looking at. Spotting Gust approaching, she chooses to keep her mouth shut.

"Son, it's so good to see you again. I knew baking your favorite pie would summon you home." The two embrace as Blaze walks up to join in the small reunion, the rest of the family in tow.

"Help Soarin' I see you bought your young marefriend with you." Both new arrivals blush and share a guilty look. Blaze chuckles at his own joke.

"Actually dad, your right. She is kinda my marefriend now. We're both going to the wonderbolts tryouts next week."

Blaze freezes. Gust too. Rainbow Dash looks around, confused. The news of the tryouts should have caused Gust to immedaly give her son a big hug, not stand there with a dumb look on her face. Spitfire sighs then leans toward Soarin' doing her best to whisper in his ear.

"Soarin'. I thought you said we were going to tell them about that later. Now look what you have done. At your sisters birthday party too."

Gust snaps out of her stupor, rushing forward to give the pair a winged hug.

"Well I think its sweet that my baby has found his special somepony." Blaze breaks out into booming laughter at his mates words, unable to believe his 18 year old son just got called a baby. Soarin' and Spitfire both blush a deeper colour at the responses given to their admission.

The rest of the small family approach, giving well wishes and words of advice to the young couple. Rainbow Dash hardly hears any of it. She feels like a left out filly. Her brain works overtime processing the new unexpected information. A special somepony. Soarin' had always seemed to carefree for that kind of soppy stuff. Seeing Spitfire give Soarin' a quick kiss confirms her fears. Rainbow Dash feels like she is going to explode, this is why he never comes home! She had been replaced in her brothers life by a more awesome young mare. Tears form and the tomcolt filly hurries out of the room, sprinting toward her room. She buries her muzzle in her pillow, the occasional burning tear leaking down her face. She looks up at the picture of her brother on the wall and sighs with disappointment. 'I guess I'm not good enough.' An accompanying tear leaks down her face.

From the back of the small crowd, Uncle Raincloud spots the cyan filly in her hasty retreat. He lets out a groan, wishing Blaze hadn't been right with his stupid joke. Leaving the rest of the family to their excited talk with the young couple who had just stolen the attention of the party, he carefully makes his way toward the room he knows his youngest relative is hiding in.

Hearing a soft sob, he clears his throat. The atmosphere grows strangely quiet. An uncomfortable silence hangs in the air. He peeks around the corner, his dark eyes meet questioning rosy pink orbs. Rainbow Dash's breathing is the only sound in the room as Raincloud approaches.

"I saw you leave. Figured… that… well that you didn't like your brother taking the spotlight away from you like he did."

Rainbow Dash stares at him, sullen, uncertain.

"Or… not. Whats up young filly? Should I grab your brother and bring him here so he can explain himself?"

Rainbow suspiciously looks him in the eyes, unwilling to share her feelings with anypony.

"Bye."

Raincloud walks off leaving the sulking Rainbow Dash to her own sullen self.

Minutes slip by, but mean nothing to the rainbow maned filly as she stares at the wonderbolts pictures on her wall. Remembering where she is traveling to later in the day, she heaves herself up and stalks over to her collection. She carefully removes each poster. She has all the time in the world to do so and her speed reflects her mindset. She rolls them up and carefully positions them in her small saddlebag taking a lot more care than she normally would.

"Hi, sis."

She spins around at the sound of the voice, freezing as soon as she spots the pony accompanying him.

"Sorry about before. I hope you don't mind Spitfire. She's really nice once you get to know her." Dash locks gazes with the fiery yellow pegasus. A nervous moment passes before Dash breaks the silence, her signature cocky grin appearing on her face as if it had never left.

"Okay."

Both pegsui in the doorway break out smiling too.

"We were wondering. Do you want to have your birthday present now?" Spitfire offers.

Rainbow Dash's pink eyes light up, troubles forgotten. A smile breaks out on her face. She zips toward the couple, unlimited energy seemingly restored to her body.

"That would be so cool."

Raincloud watches with a knowing smile on his face as 3 young ponies re-enter the living room. He tears himself away from the other adults in their corner by the couch and followed by Gust, makes his way over to the trio.

"I see you have calmed down there little filly."

"Yep. Thanks Uncle Raincloud!"

Rainbow Dash energetically drags her brother out the door, followed by Spitfire, who is wearing an amused grin on her face. Gust shakes her head in amusement.

"She has your temperament there brother. You really should consider spending more time with her."

He slowly turns and strolls back to the small drinking game Blaze is starting.

"Probably. But I only realised it the other day when I saved her flank from some young thugs."

"So she was telling the truth?" Mild surprise is stapled across Gust's features. Raincloud chuckles and stops his slow stroll. Lighting yellow meets jade as they lock glances.

"She sure was. It looks like I'm going to have to teach that young filly a lesson or two on fighting. I always assumed she would be boring like her brother and stay out of that kind of thing."

Gust snorts, barely containing a laugh. She passes her brother and flicks out her left wing, pinging his nose. She continues toward the corner. Blaze downs another glass of cider, dumping it on the couch. He immediately reaches for another glass, unleashing a cloud-shattering belch, causing several other family members to laugh at his crude display.

"Come on. I need to go rescue an old rainbow before he drowns."

Rainbow Dash drags her older brother along the cloud streets, her abounding energy giving her the strength to haul the intrigued young stallion along. Spitfire trots quietly behind the pair wearing an amused smile.

They arrive at a hoof made ramp of clouds leading up above the houses. Soarin' allows himself to be dragged up, up, up the ramp by the energetic filly. Spitfire halts at the bottom, raising her wings.

"Hey Soar'. Catch me if you can."

She takes off like a flaming projectile, ruffling the manes of the two ponies she speeds past. Soarin' picks up his sister and flies off, hot on the flaming trail of his marefriend. Rainbow Dash immediately falls in love with the way the wind whips through her mane. Never before has she felt such speed. It just felt so awesome…  
Making a promise to herself that she will become as fast as Soar' one day, she turns her attention back to the awesome flight at hoof. They make it to the top in no time. Soarin' drops Dash off on her ridge then speeds over to Spitfire who is hovering above some nearby houses. The two share a grin. Rainbow Dash waits patiently, sitting herself down and wondering what they are about to do.

The two young pegasi lock gazes then flip gracefully and put on a burst of speed flying full tilt toward the riveted rainbow maned filly who is watching them with wide eyes. They soar over her head and continue their display of awesome synchronous tricks. Rainbow Dash imagines herself up there with them and a wishful expression takes over her little face as the two older pegasi work up toward their final move. The pair fly higher and higher. Without so much as glance at the other pegasi they fold into a dive, swirling round and round each other. Their graceful turns becoming tighter and tighter till they clasp hooves and swerve into the streets below. Dash's breath catches in her throat as she waits with eager anticipation, rewarded seconds after by a flaming trail streaking out from underneath her cloud and breaking in two as the two aspiring Wonderbolts break off and hover a few feet above the awestruck filly.

"That was totally awesome!" She prances around her small cloud whooping and cheering.

"Do you want to join us?" The filly halts in surprise, staring up at Spitfire, unable to believe the offer.

Soarin' shrugs then lands next to his awe stuck little sister.

"How much has mum and dad taught you about flying?"

Rainbow Dash cocks her head to the side, considering.

"Well… mum has taken me out a few times. She never really taught me much. But dads just lazy. I never get to see that old stallion fly. But if it helps, I can glide!" A hopeful grin captures her little face as she gazes up at Soarin'.

"Thats a start at least. I'm going to have to have a talk with dad. He's quite good at teaching when he puts his mind to it."

He receives a dubious look from the filly. A commanding voice rings out from above.

"Right, wings in position, ready to go." The eager cyan filly reacts immediately, springing into position with gusto.

Spitfire gracefully lands on her other side and lifts a corrective hoof, altering Dash's posture with skill. Once she's had finished correcting she spoke up.

"Okay. Lets start with gliding. Think you can make it to the house over there. You two Soar' I'm sure she'd appreciate a flying partner."

"But what are you gonna do?"

She smiles sweetly back at her coltfriend.

"I'm going to stand here and boss you around, you know… my usual role."

He rolls his eyes, mock disappear covering his light blue face and moving to stand beside his little sister who can bearly contain her excitement at finally getting to fly alongside her brother.

"Right. When you take off I don't want to see either of you flapping like a mad beast. I know this will be hard for you Rainbow but try and glide as far as you can without going wild, it will save you a lot of energy."

"Pfffftt… Easy." Boasts the rainbow maned filly, flicking her wings.

"Right, on three. Two… One. Go."

The pair launch themselves off the cloud. Soarin' glides effortlessly along while his sister does a slow nose dive, plummeting to the cloudstuff below. She looks up to see

"Good work Dash. Now up you come…" The fiery maned pegasus offers a hoof to the grounded cyan filly. "And lets try it again. Follow your brother, I'm sure you don't want him to beat you again now do you?" A broad smile reaches across her muzzle. Rianbow Dash's competitive nature immediately takes over and she grins back.

"No way. I'm going to beat him this time."

Several attempts later and the rainbow maned filly's gliding ability had improved a lot. She lay on the cloudstuff she had once again faceplanted into feeling her deadweight wings settle by her sides.

Spitfire notices how tired she looks and a kind smile crosses her face.

"That's enough practise for one day." Rainbow Dash breaths a sigh of releaf, '_finally… I can stop loosing.'_

"Hey Soar' how about we go get some of your mothers fabled pie?" Soarin's eyes light up at the mention of his favorite food and he glides over, sweeps a light blue wing over his marefriend then leads her off toward home. Rainbow Dash puts on a burst of speed in an attempt to catch them up. She wearily gallops along till she reaches the two older ponies.

"How about we take you out some time to practice with us again?" She skids to a stop on the clouds, 'Spitfire is asking me to go flying with them again!?' Her brain races and she does a little dance on her back hooves, fatigue temporally forgotten.

"Yes-yes-yes-yes-yes. I-I mean yes please." Spitfire and Soarin' walk off suppressing their laughter, sharing wings and entwining tails. Rainbow Dash calms herself down, realising how uncool she must have just made herself look and she sidles up behind the couple and follows them home.

Home. Home to her party. Her previously boring party. She wears a big fat grin on her face and does her best to ignore the sappy feel that is entering the air.

Rainbow Dash and her mum arrive at Cloudsdale Central school. The sun is low on the horizon and Rainbow Dash feels as bored as she did at her own party before Soarin' and Spitfire turned up. The only addition to her mood is a feeling of nervousness. They are met by a greying stallion who has a kindly look about him and a short grey mane.

"Rainbow Dash?" Rainbow's mother nodes and gives her filly a gentle shove forward. Rainbow Dash decides that the stranger looks ok then, with a flick of her mane she steps forward.

"That's me. The fastest filly in Equestria!" Her bold show makes the stallion break out into smiles.

"It looks like you will be fun to have around, Rainbow." He looks up at Gust, who smiles back. "And thank you for entrusting her into our care, Madam Dash."

Doing her best to hold back her laughter, Gust turns to her filly and gives her a nuzzle. Her soft expression turns serious.

"Now I want you to behave yourself, you hear me, Rainbow Dash? No fighting. I don't want to have to have to collect you, young filly."

"Yes mum. I know mum. Can I go now? Please?" Rainbow Dash couldn't help but roll her eyes as she responds, already bored with the pep talk. Gust laughs then shunts her daughter forward with her nose.

"Go on then."

Rainbow Dash trots forward, a hopeful spring in her step. She does her best to conceal her nerves but they show in her speech.

"Bye, mum… I'll… I'll miss you!" Gust smiles, watching as her daughter is led away by Greymane.

She shares one last hug with her mother before nervously letting herself be led to her new sleeping quarters by Greymane. Rainbow Dash follows the strange stallion for a few moments in nervous silence.

"I do hope you won't be trouble for us young one."

"I live in a rough part of town. But I'll do my best." Nodding in agreement the stallion smiles sadly to himself.

"Thats great to hear young filly. Now, I'm sure you are going to love your new room and your new roommate. No fighting with her or I will pull you out of here myself."

"Hey. I don't start fights." Rainbow Dash shoots back, offended. He lifts an unbelieving eyebrow at the blue filly next to him. It's clear she's nervous and is doing her best to hide it behind her bravado. The thought of where it might lead gives him an uncomfortable feeling that he will be seeing a lot of her in his office. They arrive at room 17 and he sets her saddle pack down on the ground next to her.

"Here we are, Dash." The cyan filly looks up him, suddenly becoming shy. "It's ok. Your roommate doesn't bite. Go on." He motions toward the door slowly.

Rainbow Dash apprehensively opens the door and her magenta eyes light up with glee. The cute yellow filly she had slammed into several months before was singing to herself. The melodies flowed from her mouth leaving Dash aghast, she simply couldn't believe her ears. Fluttershy continues to sing softly to herself in the small bare room and begins dancing to the music in her head. Dash watches in awe as Fluttershy dances with her slightly clumsy moves that hold an odd sense of gracefulness. The melodies combined with her movements and swish of pink mane have a hypnotizing effect on Rainbow Dash, who can't tear her eyes from the yellow filly in front of her.

Fluttershy still doesn't realise that the door to her room is open and that she is actually performing to the two ponies standing in the doorway. 'Shy continues to sing and dance, completely lost in her own world, away from all the ponies who want to be mean to her and call her names. Blissful thoughts drift through her young mind and she leaps for joy before returning to her dance. Harsh thoughts of all the mean ponies enter her head and the magical melodies take on a sadder tone. Tears form in Rainbow Dash's eyes for reasons she can't fathom. She realises she never wants the filly in front of her to be sad. The song continues to flow and change cementing Rainbow's resolve. However hard she tries, she can't bring herself to break Fluttershy's moment.

Stepping in, Greymane breaks the spell for Dash with a nudge, motioning for her to make her presence known. Rainbow Dash nervously clears her throat, inching forward, not really wanting to disturb the other filly, but realising she has to make herself known before something embarrassing happens eases her nerves.

She continues to inch forward, closer to Fluttershy. Closer, closer, closer. Suddenly the yellow filly trips, sending herself flying into Rainbow Dash, a surprised squeak escapes her mouth, a noise of shock escaping from Rainbow Dash, mirroring Fluttershy's surprise. The two lie on the fluffy cloud floor for a few seconds, Fluttershy's brain fighting to process her sudden return to reality. She realises she is staring into a fuzzy rainbow mane and quickly disentangles herself, nervously retreating, a look of complete shock plastered all over her face. Rainbow Dash rises, grinning her cocky grin.

"Hi there Fluttershy. Guess what?" Rainbow leads off with her usual enthusiasm.

"Um… what?" Fluttershy asks, wondering what the filly she had collided with for a second time was doing in her sleeping quarters.

"I get to be your roommate! Isn't that so awesome?" She pounces on Fluttershy, drawing the nervous filly into a hug. A few shocked moments pass. Rainbow is about to pull away in embarrassment when Fluttershy warmly returns the unexpected show of affection. She responds quietly, her mind still taking in the turn of events.

"Yes. I… I Just kept hoping… and hoping that you would be my roommate. The other fillies and colts are so mean to me and… and… I just couldn't have taken it if they had forced me to sleep in the same room as one of those bullies."

"They do what to you?" Rainbow Dash almost explodes, an undercurrent of rage suddenly running through her voice.

Fluttershy feels herself about to explain but stops herself. Something catches her eye and she was unsure of what it is. She carefully looks at Rainbow Dash. Her gaze traveling from her nose to flank then back again. Her puzzled expression deteriorates into one of concern as she notices the small bumps and bruises that decorate the cyan coat, indicating the recent fight Rainbow Dash was involved in. This scares the shy filly. Rainbow Dash softens, seeing her roommate's expression change, immediately assuming it was her words that had caused the concern.

"Wh… who did this to you?"

The shy filly motions to Dash's wounds, her words catching Rainbow Dash completely off guard.

"What?"

Fluttershy swallows, slowly gathering her courage.

"It… it… you…" She takes a deep breath. 'Come on Fluttershy, you can do this.' "Did somepony… beat you up?" The last part becomes almost inaudible as her voice gets reflexively quite in tune with her nerves. She slowly shrinks away from the smaller filly, afraid of the answer.

"Oh, right. Yea'. Rough neighbourhood and all. Happens all the time."

Rainbow Dash attempts an air of coolness to cover the pain. A still worried Fluttershy looks carefully at her for another few moments.

"Well, I guess I'll leave you two alone then. Dinner is in an hour." Greymane walks off smiling, satisfied.

Fluttershy waves goodbye, Dash joining in as he rounds a corner out of sight.

"So 'Shy I take it its my bed up top?" Rainbow is keen to avoid the topic of her fighting as she can see it terrified her pink maned friend.

"Um, yes. If… if thats ok with you. I don't like it up there." She trails off, shame filling her cute features.

"Hey. It's ok."

Rainbow Dash opens her saddle bags and pulls out some posters. Fluttershy's eyes light up at the sight.

"Wow. What… What are those."

"You mean you don't know who the Wonderbolts are?" A hint of annoyance colours Rainbow dash's surprised reply. Fluttershy meekly shakes her head, turning her gaze to the clouds at her hooves. Rainbow Dash gently lifts Fluttershy's head and the two fillies lock gazes.

"The Wonderbolts are the most awesome stunt ponies in all of Equestria! When I grow up I I'm going to be awesome and fast like they are."

Fluttershy opens her mouth to reply but is cut off as Rainbow Dash loses herself in thoughts of the stunt ponies, continuing to rave about them.

"They get to travel all of Equestria showing off. They had this super cool show recently. My parents didn't let me go but I heard it was totally awesome! They're super busy at the moment so they won't be back in Cloudsdale for ages. They are the coolest ponies alive!"

Rainbow Dash does her best to impersonate the Wonderbolts, her wings fluttering as she strikes a cool looking pose for Fluttershy. The yellow filly breaks out smiling, enjoying the display. Rainbow holds her pose for a moment then releases it. Fluttershy's infectious smile causes Dash to return in kind and the two fillies sit there smiling at each other.

"Hey. Mind if I put these up? This room looks like it could do with a bit more awesomeness." Fluttershy nods. Dash starts unloading her saddle bags onto the cloud floor making a mess. She picks up one of the posters, walking over to the wall beside the bed and starts sticking it up.

"So Fluttershy, what kinds of things are you into? What do you want to be when you grow up?" Rainbow queries as she works.

"Oh, um. I'm… I'm not really into things like the Wonderbolts. They're… they're awesome I guess… but... I don't know."

"Oh. Thats cool. You could show off your singing. It's really awesome."

"I… I don't think I could in front of strangers." Fluttershy mumbles. Rainbow smiles to herself, putting up a second poster. A thought crosses her mind and Dash perks up.

"Hey, can you fly yet?"

Fluttershy tries to make herself smaller. "No..." The sound of her timid voice is barely audible in the quiet room. Rainbow grins haphazardly. Fluttershy's mind spins wildly, wondering why the cyan filly is looking at her like that.

"It's ok. I can't fly, too. But I keep practising cause one day I'm going to be a super awesome flyer!" An unstoppable grin is spreading across Fluttershy's face. "We can practise together. It'll be awesome!" Rainbow announces proudly, grabbing Fluttershy in a rough but energetic embrace. A few bone crushing moments later, Fluttershy returns the gesture. Rainbow Dash slowly pulls away, suddenly embarrassed.

"Come on, Fluttershy. Let's go!" Rainbow grabs hold of her companion and races out the door. They make it halfway down the hallway then Rainbow Dash stops dead in her tracks. She glances around, having no idea where she is.

"Hang on. Where's the playground, Fluttershy?" Fluttershy smiles meekly, disentangles herself from Rainbow Dash, then slowly walks off, back the way they had come. She turns to face Rainbow Dash, a shy look on her face while she nervously shuffles her hooves, unsure about going with Rainbow Dash. After a few tense moments of wrangling with her thoughts she settles on a decision.

"It's this way."

"Alright. Lead on Flutters."

Fluttershy takes a deep breath before pushing open the door to the playground. She leads the awestruck Rainbow Dash along to a corner, well away from the other foals.

"Hey Fluttershy. Watch this!" Rainbow Dash barrels past her, executes a flying leap into the cloud wall then springs off it using her wings to steady her course. Fluttershy allows Rainbow to leap around, pretending to fly, demonstrating all the cool moves her young mind can think of. Suddenly Rainbow Dash leaps straight at Fluttershy, tackling her to the clouds and pinning her in place with ease. A tiny 'eep' escapes the frightened yellow filly who lies frozen staring wide eyed into the twin pink orbs hovering in front of her face.

Time stands still. It's as if Equestria itself was awaiting Rainbow Dash to do something. The cyan filly slowly leans closer to Fluttershy. A massive grin appears on her face. Full of pure mischief, just like on the day they had met when she had announced she was going to play pranks. She slips her nose through Fluttershy's mane and lightly touches her ear. She opens her mouth to whisper something, her grin almost splitting her face in two.

"Tag. You're it." Rainbow Dash immediately takes off, sprinting away like her life depends upon the speed her small legs can carry her. Fluttershy lies stunned for a moment.

"Oh Dash. You. Are. So. On!" A look of determination makes its way onto Fluttershy's features and she smiles warmly before galloping after Rainbow Dash. Rainbow uses every trick she can to avoid the yellow filly, jumping from cloud to cloud, gliding where possible in various attempts to put Fluttershy off her trail. However the gangly yellow filly does not want to lose her second chance at making a friend. She puts on a burst of speed, slowly gaining on the dare-devil filly in front of her. Rainbow Dash continues to dart ahead till her wings give out mid-flight sending her plummeting to the cloud-turf below head first. Fluttershy ungainly lands beside her, gently poking her with a yellow hoof.

"Um… tag." Rainbow Dash roughly pulls her head out of the clouds. She flutters her wings in an annoyed manner.

"Are… are you okay?" Fluttershy leans down next to Rainbow Dash, concerned. The rainbow mane flicks from side to side as Dash clears her vision. A cyan hoof shots out and playfully clips Fluttershy's shoulder.

"You're it!" Rainbow Dash attempts to flee but Fluttershy pounces upon her. The gentle filly fails to consider how strong her playmate is and gets bucked off. She flaps her wings frantically, trying to regain her balance midair. She accidentally lands back on Rainbow Dash, the two becoming a colourful mess of manes and tails. The pair of ponies roll around on the cloud-turf, giggling like crazy fillies, enjoying the moment. Fluttershy can feel herself starting to relax and forget her timid nature as the pair come to a stop.

"Yay!" Fluttershy quietly exclaims, the look of unbridled joy worn on her face is mirrored by Rainbow Dash's own expression. The pair lie there for a few moments, enjoying the calm after the mad game.

"Ok fillies, Dinner's ready." Greymane calls out to them. Fluttershy jerks up at the sound of the intrusion into their little world, immediately falling back onto Dash as her mane fails to pull free from under her fellow filly. Stunned seconds pass as the pair collect their wits.

"S… sorry Rainbow Dash. I-" Fluttershy quietly apologizes. Rainbow covers her mouth with a hoof.

"Hey. It was fun. You don't need to be sorry."

They disentangle themselves then quietly plod along to dinner, enjoying the company of their new found friend.

Fluttershy pushes open the door then nervously leads the way into the school cafeteria.  
Rainbow Dash struts toward the serving counter, her confidence surprises Fluttershy who gladly lets her take the lead. There is a reasonable number of colts and fillies scattered around the room, talking about the weekend activities and enjoying a good meal. In all there were about thirty in all, some who have come from far and wide to attend the school.

The colourful duo make their way over to a corner table and sit down. Rainbow Dash immediately begins wolfing her salad down. Fluttershy stares at her, shocked at her table manners. She opens her mouth to attempt to talk some sense into her rainbow maned companion but decides better of her actions and attends to her own meal.

A bunch of colts show up, barging through the main door, loud voices carrying across the room as they discuss the game they had been playing. Billy and Hoops casually walk over to the serving counter. Fluttershy inches toward Rainbow Dash, slowly becoming fearful of the pair.

The colts make their way over to the table next to the duo's and the 5 seat themselves. Billy spots the rainbow mane and unceremoniously drops his platter on the table.

"It's Rainbow Crash!" he exclaims. Some colts nearly crack up laughing.

Dash's head snaps around to glare at the group. This movement confirms the rude nickname and Billy moves around his table to take a better look at Fluttershy and Dash. Fluttershy edges closer to Rainbow Dash, food forgotten in the face of her bullies. Rainbow casts a look of concern at her. Billies rude grin increases in size at the sight.

"Got a little fillyfriend already have you, Rainbow Crash?" Before Fluttershy can stop her Dash springs up and delivers a blow to the speakers muzzle. The other colts stare for a moment, recovering from the shock of who the newcomer is having a go at. Hoops leads the charge and rips Rainbow Dash away from her victim. Fluttershy looks on helplessly, thankful that Rainbow Dash is standing up for them but terrified to the bone at the same time. A tense moment passes as the two parties stare each other down, the colts wearing cocky grins on their faces while Dash glares back, feeling unable to back down now.  
Everypony in the room is watching the tense sight, breaths held, anxiously hoping for nothing to happen. Suddenly something in the air snaps and the colts leap forward, laying into Rainbow Dash with gusto. Fluttershy shrieks with fight and covers her eyes, hiding in her voluminous mane.  
As the explosive brawl continues Fluttershy cowers, fervently hoping for somepony to break the colts off her friend. She does her best not to cry but can feel the moisture gathering around the edges of her eyes. Unnoticed by anypony else, the door opens revealing a confused Greymane who is clearly dreading the answer of what the commotion is. At the sight, he storms over, rage overtaking his aged features.

"Break it up, you foals! NOW!" The colts scramble away from Rainbow Dash who is left lying on the floor in the fetal position. He storms up to Rainbow Dash who cowers under his rage. Fluttershy looks up at their saviour and freezes on the spot, an unwilling spectator to the unfolding events. Fear clutches at Fluttershy, this isn't the kind old Greymane she had grown to respect. After a few fearful seconds Hoops manages to find his quaking voice.

"But… sir. It was her fault."

"Five on one? I don't believe you." He turns to Rainbow Dash. "'Right, young filly. What happened."

"They were calling me and Fluttershy names. Then they ganged up on me!"

Rainbow Dash looks up, hopeful yet fearful of the wrathful pony in front of her. Greymane unleashes a tired sigh.

"Look. I'm too tired to deal with you lot right now. Fluttershy, please help Rainbow to the nurse. Then see she makes it to bed without any more fights. This is not a good start, Rainbow Dash. I'll be sure to let your mother know about this. And you lot!" He turns angrily to the pack of colts sitting sullenly off to the side.

"Don't do that again!"

He storms off leaving a sense of shock hanging in the air. Nopony left wanted to break the silence in case they said something that would bring down Greymane's wrath again.

Fluttershy slinks away, trying to make herself as small as possible.

"Um… Rainbow."

Fluttershy's nerve fails her and she sits, cringing, waiting for somepony else to talk. Rainbow Dash sees the fear in her eyes. She trots painfully slowly up to cowering yellow filly and lifts her up and into a friendly hug.

Fluttershy feels the dread slip away slowly, not caring about the rude muttering emanating from where the colts still sit. The rest of the foals in the room still seem to be holding their breath, anxiously waiting to see what happens next.

Rainbow Dash slowly puts the lanky filly back down, wincing as pain lances through her small frame. Fluttershy spots her discomfort.

"We have to get you to the nurse."

She grabs Rainbow Dash's hoof, leading her out, their meals forgotten.

The door to their small room opens slowly, Fluttershy turns on the light, then assists the bandaged up filly next to her inside. She ensures that Rainbow's tail makes it in before carefully closing it.

"Thanks, Fluttershy. I can take it from here."

Rainbow walks awkwardly away from her, climbs up the ladder and dumps herself into her bed. She lets out a loud pain-filled sigh. Fluttershy watches her, unmoving, concerned. Long moments pass as Rainbow wriggles around, attempting to get comfortable.

Deciding she can't do anymore for the wounded pony, Fluttershy flicks off the light. Moonlight steams in from the slit in the side of the wall by the bunks. She slowly walks over to her bed, slips under the covers and stares up at the location of the pony above her. 'I hope she doesn't get kicked out tomorrow when her parents find out. Ohh, why did those colts have to be so mean.' She tosses in bed, cross with herself for not trying harder to stop Rainbow Dash.

"Worst birthday ever."

She jerks out of her own thoughts at the at the sound of the voice above. A mane drapes itself over the side.

"I said I wouldn't do this. But... ahhh... why did Rocky's little brother have to show up?"

The voice is quieter this time but Fluttershy can still hear Dash muttering to herself. She hears a sad yet resigned sigh from the occupant above.

"R-Rainbow."

Tense seconds pass. Fluttershy lies there, nervously hoping for a response.  
The spiky mane swishes as Rainbow moves around.

"What now, Fluttershy?"

"Um... Eeep." She hides under her mane. Suddenly unable to gather the strength required to speak up. The rainbow mane moves again, this time revealing its owner, looking down at her questionably, utterly spent. The sad look on her face give Fluttershy courage, hoping to help brighten her friends mood.

"Um... Th... thank you for defending me from those bullies. I–if you hadn't been there they would have picked on me."

She trails off, hoping she has inspired some hope in her cyan friend who is now giving her an odd look. Surprise etched on her features.

"Were those the bullies you were talking about?" Fluttershy's nod is barely visible in the poorly moonlit room. "Did ya see the look on that bullies face when I give him some of a taste of his medicine?"

A smile finds its way onto her face. As the events play back in her head she shudders at the memory of what had happened afterwards. Sensing her discomfort, Rainbow leans further over to stare into the aqua depths of Fluttershy's eyes. Even in the dark they glisten.

"Hey. Don't worry about those losers. I'll always be here to protect you."

"But Dash. What about you? You got hurt because of me." The worry is clear in her small voice.

"I got beaten up heaps back home. This is nothing." Dash reflexively replies, sounding both truthful and uncaring of her current injuries. This impresses the shy pegasus, but terrifies her at the same time. She couldn't bring herself to try and imagine how bad home must have been for Rainbow Dash. The cyan pegasus senses her change in emotion at hearing the latest bit of information. Silently fuming at her careless choice of words, she considers backing down a little and softening her approach but realises something.

Rainbow Dash thinks in silence, contemplating something, staring intently into Fluttershy's eyes. The timid pegasus nervously holds her gaze growing increasingly nervous, wondering what is going through the fillies head.

"Hey, Fluttershy." The break in the silence made her jolt in shock. A few stunned moments pass, then she finds her voice.

"Y-Yes?"

"At least you made this day 20% cooler by being my first friend. It's a totally awesome birthday present."

Fluttershy instantly lights up like the sun, previous troubles forgotten, filled with joy that her new roommate is also her first friend. Rainbow chuckles at her response.

"And you're my first friend too, Rainbow Dash. Yay!"

Although quiet, that melodic voice is enough to make Rainbow beam back. She stretches around in bed, realising she actually feels very tired after the day's activities.

A few moments of tranquil silence pass and she finds it in herself to relax. She remembers how she had been dreading school when she had first woken up that day. 'Silly filly,' she thinks to herself, then voices the rest of her thought out loud. "Tomorrow's going to be awesome now! Good night 'Shy."

"Good night, Rainbow Dash." Fluttershy squees with joy. Rainbow's face lights up with a smile.

"My first true friend..." mutters Rainbow Dash. Then she goes out like a light, contented.

Soft snoring fills the room making Fluttershy realise Dash is asleep already. She realises the rougher day of fun she has been gifted with today has taken its toll and she feels herself start to drift off. Her final thoughts for the day look to the future with hope for their newfound friendship and all the ways it might change her life.

"I have a friend!" She squees quietly to herself, delighted. Blissfully nuzzling her pillow, she falls into a deep sleep, a smile etched upon her features.


	4. Chapter 4: Rain Before the Rainbow

Rainbow Dash wakes up to darkness. She lies in her bed, slowly re-entering reality. Minutes pass, and the cyan filly grows restless, finding herself somehow unable to sleep. Suddenly, soft, panicky squeaks emanate from below. Rainbow Dash lies transfixed in place as realisation of whom her roommate is re-enters her mind. It occurs to her that Fluttershy is having a nightmare. Instantly invigorated, Rainbow Dash leaps out of bed, falls onto the cloud floor beneath her, and then spins around to face the sleeping filly.

The sight before her comes as a nasty shock. The young filly's brow is furrowed and her hooves swipe uselessly at the air as she spasms and writhes before cowering in the terrifying grip of her nightmare. Rainbow Dash leaps in, attempting to rouse her new friend and save her from her nightmare. Dash gets in close, about to attempt a rescue, only to be roughly grabbed by the writhing filly in a vice grip. A yelp of surprise escapes Dash's lips as Fluttershy pulls her into the bed with her. Stunned by the force exerted upon her, Dash finds herself helpless.

"Fluttershy, wak-" Rainbow Dash chokes, cut off as Fluttershy's hoof digs into her windpipe.

They roll around in Fluttershy's small cloud bed, constantly smashing against the wall beside them. Under the onslaught, Rainbow feels weaker and weaker. Totally trapped within the yellow hurricane's grip, she continues to fight on. Their manes and tails become as interlocked as their owners as Fluttershy continues to panic in her sleep. Pain lances through Dash's already sore body as Fluttershy wriggles about and then flips Rainbow Dash under her. An awkward feeling wells up inside Rainbow Dash as she attempts to escape the nightmare-induced hold upon her. Fluttershy's body remains tense, ready for action. She quietly whimpers into Dash's ear, then proceeds to snuggle the surprised, trapped and totally helpless pegasus under her.

"Fluttershy, wake up!"

Dash feels her friend's hold slacken as her dream takes a turn for the better. Rainbow wriggles around, tiring out but desperate for release. It doesn't help that she has the full body weight of the taller filly lying on top of her. Rainbow gives one last shove. Resigning herself to her predicament for now, she lets out a sigh. Fluttershy slowly draws her new friend into a tighter hold again, smiling. She decides to speak up again, but all train of thought is derailed in surprise as a yellow muzzle buries itself in her messed up mane. Their cheeks brush as Fluttershy lovingly nuzzles her, murmuring incoherently as she shifts position on the frozen, freaked out Rainbow Dash.

Dash looks upon Fluttershy in her cute slumber. She slowly relaxes as her tired mind comes to terms with her predicament. Dash's eyes become heavier as she loses herself in thought of what all had just taken place. 'I wonder what her nightmare was about?' she ponders to herself, completely stunned. She then gives into the need to sleep, letting her eyes close and her thoughts fade.

Fluttershy once again finds her peaceful sleep contorted, tossed into in the realm of nightmares, dredging up memories she would rather forget.  
_  
Fluttershy nervously sits down in class, doing her best to not freak out in the presence of all the strange new faces. She had chosen the back right-hand desk because it placed her further away from the rest of her fellow classmates. Most ignore her, but she is certain she can feel herself being watched by unfriendly eyes. She recognizes the feeling. It was regular enough all throughout kindergarten and she hadn't expected anything to change now at school. The bland cloud walls complete with various trinkets their teacher had put up to liven the classroom up surround her, pressing in on her senses. She gives a nervous smile to the colt next to her and receives a bland glance in return just before their teacher cuts into her world. The rest of the dozen-strong class attentively look to the front._

_"Good morning, class! My name is Ms Breeze and I'll be your teacher for your first year here at Cloudsdale Central school. If you ever need help with anything, just ask!"_

_Ms Breeze is a fluffy cloud-white mare with a flowing sky-blue mane and sparkling eyes to match. She smiles down at her class, caring and warmth emanating from her features. Fluttershy's attention to her is interrupted as a wad of paper speeds through the air and clips her on the muzzle. She squeaks in shock and buries her face in her mane, hiding from her unknown assailant. A ripple of laughter passes through the class, causing Fluttershy to sink into her seat, trying to become invisible. Ms Breeze catches on to what is happening and a quick flash of annoyance crosses her friendly face._

_"All right, cut it out, class. You can see the poor filly doesn't like it."_

_Laughter is stifled but the atmosphere remains as the class falls into silence. Ms Breeze relaxes back into her introductory speech. Fluttershy inwardly sighs. If only that cool pony she had smacked into were here, too. That filly is the first to bring her so far out of her shell and Fluttershy knew it. 'I just need to wait half a year. Then she will come here, too.' A smile almost reaches her face before the following train of thought killed it. 'But half a year will take forever.' She cautiously glances around, paying no attention at all to the lesson. 'Maybe one of these ponies wants to be my friend. Then it won't be so bad.' She notices a dark brown colt mischievously grinning in her direction. The evil look on his face says it all, and she hides behind her mane. 'Maybe it would be better if I was out there playing pranks with Rainbow Dash. I hope they are nice pranks.'_

_She realises that somepony is standing over her and glances up._

_"Eeep!"_

_Her yellow muzzle disappears behind her pink mane as she springs backwards, toppling over. That somepony is Ms Breeze, patiently awaiting her recovery. A look of calm acceptance for the zoned out filly in front of her is written all across the mare's features. Fluttershy timidly picks herself up. She can hear whispers and giggling and knows it's directed at her._

_"Fluttershy, you really should be paying attention in class. Please don't let me catch you drifting off like that again."_

_Ms Breeze wanders back to the front of the class, conflict once again forgotten. Fluttershy picks up her chair and sits back down in front of her desk._

_The lesson did not improve for the poor filly as it went on._

_Alone in a corner of the majestic school playground sits a yellow filly, trembling and doing her best to hide the tears streaming down her face. All the beauty of the floating clouds and playground is lost on Fluttershy as she continues to quietly cry alone. Her legs ache from too much running and her mane is soaked with sweat and tears. At the edge of her vision she can see the light and dark brown coats of two colts approaching. The same two she had been fleeing from all lunch. She attempts to make herself smaller, knowing it won't help, hoping to be left alone to cry. Harsh words fly in her direction, unheard by the intended victim as she continues to cry, lost in her tears. The clots move in, grinning uncontrollably, knowing no pony will try and stop them._

_Fluttershy face-plants into the cloudturf. 'Not again!' She pulls her head up only to see several nearby foals snickering at her. She immediately hides behind her mane, emitting a small 'eep' as she does so. This causes the dam to burst for a few of the foals who enjoyed picking on her and they burst out laughing. She tears up as the teacher arrives._

_"Fluttershy, don't cry. You will only make things worse for yourself." She walks up to the cowering yellow filly and awkwardly extends a comforting wing. As soon as the sobbing subsides she removes her wing giving the class a once over with her stern gaze._

_"Alright class. Lets try that again. I can see a few of you are starting to find your wings. Just don't forget, not every pegasus learns to fly straight away."_

_Fluttershy felt like the last part was directed at her and lets out a small sigh. She picks herself up, and makes her way back to the starting marks to fail again._

_Although the class had been told not to expect to be flying immediately it didn't stop them teasing the filly who did the worst. Weeks had passed and still she could do no better than crash on take-off in their morning flying exercises. The normal classes were just as bad. Everypony seems to know Fluttershy makes a good doormat and took every advantage of it. Days dragged by slowly and months, slower still._

_Fluttershy sits at home feeling all washed out. All her tears had been spent on the trip home and she feels the urge to never go back to school again. She can feel her dad's disappointed look drilling into her skull as her mother tenderly holds her. It was not the homecoming she had hoped for after her first term at school. She falls asleep in the embrace of the one pony who seems to be able to instil calm upon her._

_Back at school. The second half of the year started no better._

_Hiding in the filly's toilets, hunkering down to attract as little attention as possible, sits Fluttershy. She can hear the calls of the other foals drifting in from outside._

_"Hey, Fluttercry! Why not come out so we can see those tears!?"_

_"Oh, I bet she's crying her eyes out right now."_

_"Come on out Fluttercry, we won't hurt you!"_

_The sound of cruel laughter accompanies the last speaker. Fluttershy reaches behind her head to feel her latest painful addition, wincing as her hoof comes into contact with the offending bump. She blocks out the speakers as they continue to call. Hooves over her ears for extra security, she lets her thoughts drift, waiting for the moment the meanies will leave her alone like her wise old mother told her they would._

_She waits till the voices fade then waits some more, just to make sure that class had started. She fearfully peaks out of the cubicle door. 'No pony in sight. Good.' She breathes a sigh of relief. She sneaks off, making her way to her dormitory room, uncaring about missing important learning opportunities._

_She sneaks inside and makes a beeline toward the small set of draws by her bunk bed and begins to write._

_Dear diary,  
My first week back in this place has been terrifying. I can't even move without making a fool of myself. At last the weekend is nearly here. Yay!  
At least I'll get to_

_Fluttershy abruptly stops writing. All colour drains from her world as she remembers her parents are out of town this weekend. 'Looks like I'll be hiding here, then.' She sighs, no longer carrying the energy within herself to continue writing about her worst week yet. She sits forlornly, resting against her bed again, thankful that she doesn't need to share it with anypony else._

_After an eternity of letting her mind wander into darker and darker thoughts she lets out a slow sigh._

_"I wish I could have a friend. Just one." Her meek voice barely seems to reach the walls of her small empty looking room. She looks toward the door, considering the prospect of running away. She entertains the idea for a few mindless moments before remembering her wings. 'I can't fly. I would fall.' Fear grips her and she shudders, thoughts of crashing into something harder than a cloud entering her young mind. Her young body hunches up in defeat and she lowers herself into bed. She doesn't notice how her mane and tail stick out in an untidy manner as she tries to escape into the world of her dreams._

_'Singing. Singing is good. Singing is amazing,' Fluttershy thinks to herself as the melodies roll off her tongue. She stands in her room, happy to be away from the foals that mean her harm. She slowly finds words to accompany her feelings of freedom. Alone in her room, with no pony to harm her, Fluttershy feels like she can finally enjoy the rest of her Sunday. Her spirit finds joy deep within and she begins to dance to the tune in her heart, singing as best she can to articulate her feelings. She begins to swish her pink mane around, enjoying the feeling of freedom that comes with the a breeze in her hair. 'I wish I could fly. Then I can experience this feeling all the time.'_

_She leaps for joy as blissful thoughts enter her mind, made real for her by her imagination. Suddenly she sees the ponies who call her names and mean to her. Her song alters course, melodies changing to her new mood. A tear leaks down her face but she doesn't mind this time. 'No pony is watching me, I'm free." She attempts another leap, tripping and smashing into the impossible. Her world is remade as she stares into the rainbow mane in her face. 'It can't be…' Fluttershy thinks as she disentangles herself from her impossible intruder, not caring in the slightest that she had just been performing to the rainbow maned prankster._

_"Hi there Fluttershy. Guess what?" Rainbow leads off with her usual enthusiasm._

_"Um… what?" Fluttershy asks, wondering what the filly she has collided with for a second time is doing in her sleeping quarters._

_"I get to be your roommate! Isn't that so awesome?" She pounces on Fluttershy, and draws the nervous filly into a hug. A few shocked moments pass. Rainbow is about to pull away in embarrassment when Fluttershy warmly returns the unexpected show of affection. She stays locked in the embrace for an eternity._

_Her nightmare has just become a dream come true. Fluttershy feels like she never wants to let go of the cool filly in her embrace. Her mind flashes through the events that happened next, rendering to her why her life has just become a dream._

_'I have a guardian angel.' She smiles. Her hold on her imaginary Rainbow Dash tightens. 'Shy buries her head in her saviours mane, savoring the sweet smell of the rainbow. She gives her a thankful nuzzle, filled with love for her first friend and protector, safety and bliss washing over her in waves, annihilating the pain. _


	5. Chapter 5 First Rays of Sunshine

Chapter 5. First Rays of Sunshine

Fluttershy idly plays in the rainbow pond. Liquid rainbow flows around her hoof. She twirls it around, slowly and gracefully making rainbow swirls. Her hoof impacts upon something warm and solid. She casts her gaze downwards, spotting her pillow. She extracts it from the swirling currents, noticing it is a strange light blue instead of its usual puffy white. She turns it over, confusion written across her small face as she examines it carefully. She notices nothing amiss so she shrugs her misgivings off and pulls it against herself, enjoying the warmth emanating from it. It feels amazingly good to the filly's touch, like a well cared for coat from a loving parent, transferring its homely temperature into Fluttershy's yellow frame.

A soft warm breath wafts her face tickling her nose. The creamy yellow filly continues to snuggle her cyan pillow but her mind rebells against her bodies search for slumber and she slowly drifts back into reality as warm breath continues to caresses her, coaxing her into life.

'Wait. Why is my pillow so warm and bumpy.' She realises her whole body is wrapped in an embrace with something warm and cozy. A yellow eyelid groggily opens, allowing it's shy owner a view on who or what is snuggled up with her. A yelp of shock rings out. "Dashie!?"

Two surprised fillies topple out of bed collapsing in a heap on the soft cloud floor. Cries of surprise ring out from both youngsters as they do their best to orientate themselves while the mist of sleep still hangs over them, slowing their young minds. The light blue fillies face is pressed up against her own, mirroring her look of surprise. They freeze, awkwardly, unsure of what to do.

A half asleep Rainbow Dash carefully extracts herself from her new friend.

"Fluttershy wha..." then she remembers that her friend has no idea why the two were wrapped up together. Her cyan cheeks heat up like twin suns in embarrassment at her actions.

Her yellow friend is lying frozen on the floor staring up her, confusion written all across her timid features.

"D-D-Dash?"

"You were clearly having a nightmare. I tried to wake you up but you grabbed me, threw me into bed with you then used me as a pillow."

Fluttershy wears a horrified look on her face. Her blue friend sees the shock on her sunny profile and throws a comforting hoof around her shoulders, ignoring the pain that emanates from a sore blue foreleg.

"Don't worry. You seemed to calm down then. The only problem is-Wait. What did you call me?"

"Um… Dashie…" Fluttershy nervously trails off.

"Okay... Never call me that around other ponies. It makes me sound soft." The scowl on the egotistical filly's mug makes her annoyance clear.

"Oh… Okay Rainbow."

All annoyance fades from Dash as she stretches awkwardly, doing her best at losing the pains from having another filly sleep on her. Fluttershy gives her a lasting look of concern, the damage from yesterday is still clearly visible on her small frame. Fluttershy looks on with admiration as her new friend bears the pain without complaint.

"Hey, I'm fine. Just don't tell anypony else about this." The creamy filly nods, happy to have it all sorted out. Fluttershy feels even more embarrassed than her friend looks. The rumbling of a hungry tummy sounds ending the uncomfortable silence. Rainbow Dash caresses her complaining belly with a forehoof. "Rrrright… now lets go. I'm starving."

Fluttershy smiles thankfully as she sees the speedster turn a cute shade of red in embarrassment. She follows her best friend out of their dorm, exited at the prospect of their first day of school together.

* * *

A silence hangs across the cafeteria as the duo enter. No pony wants to risk angering the dangerous newcomer or give the headmaster a reason to burst into the room and bite everypony's heads off once again. The bullies from yesterday are nowhere to be seen. This fills Rainbow Dash with courage and she struts across the room toward the serving counter, openly showing off her injuries as if they are trophies given to her by the Wonderbolts. Fluttershy follows shyly behind, giving apologetic looks to the foals who move out of the intrusive fillies way.

Dash quickly serves herself then boldly leads Fluttershy to their table. She deliberately looks around, her grin turns into a look of annoyance.

"What?"

The break in the silence causes most of the foals in the room to return to their previous interests.

"Come on Fluttershy, right here." She pats the spot next to her and the submissive filly slips herself into place next to her new friend. Dash launches into her meal only to freeze mid mouthful at the sight a nervous Fluttershy who timidly takes a bite of her own breakfast.

"Whats up Fluttershy?"

"Oh … Nothing…" Fluttershy clearly doesn't enjoy the attention given by their peers.

"Okay… Well," a cyan hoof extends and rubs the scardy filly's back, calming her with a surprisingly gentle touch.

They finish their meal in silence then head off to class. Rainbow and blue leads pink and yellow as the two fillies wander through the school grounds. Celestia's sun is shining, illuminating their world and giving confidence to the two fillies as they wander along. With a wonderful morning such as this, Rainbow Dash begins to feel invincible and her cocky spring in her step shows it. To their left towers the majestic walls of cloud that are their classrooms. In front of each classroom is number stating which of the twelve they pass. To their right are the administration buildings, playground and main gates. Although Rainbow Dash can feel that class will be boring, she figures that she might as well show up on the first day. Dash can feel her friend trailing her unhurriedly, enjoying the bright and cheerful mood of their lofty environment. The overconfident filly stops to allow her friend to catch up and gets rear ended by an unobservant Fluttershy.

"S-sorry. I-"

"It's okay Fluttershy. You can stop with the whole saying sorry thing already, it's getting old. I'm the one who stopped."

"Okay. Sorry..."

Rainbow resists the urge to facehoof.

"Look, I just wanted to wait for you to catch up. You don't have to walk behind me the whole time, thats just weird. You're my friend, not some random tag-along who can't stand up to my coolness."

"Oh. I didn't mean to. I'm just… shy I guess." Resisting the strong urge to reply to captain obvious that wells up inside the prismatic filly, she instead cracks a smile, doing her best to inspire some courage in her timid friend after the confession.

"I've noticed. It's cute," Fluttershy blushes at the compliment, "but please try and stand up for yourself a little more. I don't want to you be just following me like kind of shadow all the time. I have an image to keep here. I'm the super cool Rainbow Dash and no pony can mess with me."

Fluttershy matches her smile and the cocky filly can see she is getting through. Dash begins walking once more, ensuring her companion is keeping up this time.

"So what do we normally do in Monday's class? Something cool I hope."

"Oh, well. We normally start slowly, a few fun games and then she picks what she wants to teach us."

"Does she teach important stuff, like flying?"

"Sometimes…"

"Oh good. I was afraid she would only be teaching us boring stuff."

"Here we are Rainbow. Room 2."

Although Dash is nervous she does her best to cover any trace of her nerves with her cool tomcolt air. She strides through the door, noticing that over half the seats are filled already. She allows her sky high ego to wash over her class mates, grinning. Fluttershy hunkers next to her and with a swish of her rainbow mane, she continues on down to the back corner of the classroom where a shy looking filly with a light pink coat and white frosty mane sits, gazing at at her with questioning cool blue eyes.

She spots the bullies seated at the opposite side of the class, near the back. She can feel the menace emanating from them. 'Note to self; I had better avoid those idiots. They look like they have it in for me.'

Seating herself down beside the stranger, the bold rainbow maned filly introduces herself. "Hi I'm Rainbow Dash."

The frosty mane swishes as the filly turns to face the front of the class where their teacher is looking on with an impatient expression.

"Snowflake. Now... please..." The frosty maned filly's soft voice trails off in a nervous fashion.

Fluttershy slides in beside Dash, doing her best to appear invisible. The impatient rainbow gives up on the quiet filly beside her and does her best to appear like she is paying attention to the teacher as she begins to speak.

"Class I'd like you to meet Rainbow Dash. She has the privilege of joining our class. Say hello everypony." Ms Breeze's enthusiasm is well received by most of the class who, in mixed tones greet the bold new filly.

"Hello Rainbow Dash."

Keeping up her normal persona of awesomeness, Rainbow waves a hoof toward everypony in greeting.

The rainbow maned filly is about to speak when Ms Breeze opens back up with her energetic voice.

"Just to let you know my dear, there is to be no attempts at flying while in the classroom. As soft as you might think clouds are, they are a lot harder to repair than you imagine. You will have plenty of chances to fly at summer flight camp next year."

Rainbow Dash can't believe it, 'oh well… Time to sleep.'

Fluttershy sees her friends head resting on the desk, rainbow mane loosely dangling onto the table, hiding its owners eyes as Dash tries block out the teachers rambling in favour of a good snooze. The shy pegasus doesn't know what to do but she does know she doesn't want her new friend kicked out of class for not paying attention.

"Um Dash…" Fluttershy whispers, tapping the bored pegasus with her hoof.

Pink eyes met her own aqua ones, "what?"

"Um… nevermind…"

"Whatever." Rainbow turns her bored gaze back to their teacher who is engaged with her job and busy talking.

As soon as the bell rang, Dash is the first to react, up and out the door before their teacher had even finishes dismissing them. Fluttershy does her best to catch up to the speedy filly, darting between her other class members, narrowly avoiding several collisions.

"Dash... Wait," she quietly pleas, chasing after the rainbow. Dash leaps onto the playground clouds and turns to greet the lagging filly behind her broadcasting a cocky grin that gives full show of her ego. A Pink mane flows gracefully behind Fluttershy as she leaps up to share the low cloud with the cocky daredevil.

"Thought I'd lost you there for a sec Fluttershy."

"Sorry."

"'Na it's okay." Dash draws massive grin assuring the nervous pony in front of her that everything is okay. Other foals of various ages begin pouring in to the playground filling the space with joyful cries and energetic chatter.

Fluttershy flattens herself down freezing up. This isn't the normal way she would spend her lunch break.

Her thoughts and worries are cut short as a pair of blue hooves tackle her into the cloud.

"Wanna have some fun Fluttershy?"

Aquamarine locks with rosy pink and fluttershy feels herself physically incapable of saying no to the energetic yet pleading gaze she finds herself locked in. She smiles up at her protector. 'Whatever she wants do must be safe, right?'

"Okay Rainbow Dash. What did you have in mind?"

A jet-black colt with a red and black mane walks across the edge of Rainbows vision and the prankster selects the pegasus as her target.

"I'm not so sure about this Dash." Fluttershy mumbles as her friend tracks her target, a growing grin on her face.

"Oh come on Fluttershy. It'll be fun." Dash gives her friend a playful nudge, grinning encouragingly at her.

"Ok, Fluttershy, go and distract him, I'll sneak up on him." Dash commands.

"O-ok..." comes the timid response of the pink maned filly. She walks over to the colt. "H-hi there... Who are you?" She asks quietly.

"I'm Wolf." The strange colt responds.

"Th-that's an interesting name..."

"So I've been told, what's your name?"

"Flutter..." She whispers at an inaudible level.

"I'm sorry, what was that?" Wolf asks.

"Fluttershy..." She whispers again, desperately wondering where her friend has disappeared of to.

"I see. Well it was nice meeting you Fluttershy."

"Th-thanks..."

Suddenly Rainbow Dash appears from behind Wolf and yells, "BOO!"

"And who might you be?" Wolf asks, unfazed by the sudden scream.

"Awwww, it didn't work!" Rainbow Dash complains.

Tearing her gaze from the colt Dash looks around, doing her best to find another target.

"Who was she?" Wolf asks again.

"Um… That was just Rainbow Dash..." Fluttershy answers, doing her best to disappear into the cloudstuff under her hooves.

"Hmmm, charming... Well, still, it was nice to meet you. I have to be heading back to class now." Wolf replies, walking off.

Fluttershy lets out a breath, doing her best to relax once more.

The bold filly selects a new better target and a smile lights up her face. A group of foals who are sitting with their lunch. Perfect.

"Ok, Fluttershy, I'll distract them this time, go up behind them and cause a lightning strike!" Rainbow quickly explains as they walk up to the unsuspecting group.

Before Fluttershy can enquire further into her friends hair brained scheme, the rainbow trots off leaving her behind to think for herself.

"Hey everypony." Dash says as Fluttershy sneaks up behind them.

"What do you want, Rainbow Crash?" A rude colt asks.

"Hey, I just wanted to say hi..." Dash calmly explains, ignoring the sting, knowing vengeance will soon be hers. Fluttershy sits above the group, shaking slightly because of the nerves associated with what she is about to do. She takes a deep breath and readies herself to jump on a particularly dark storm cloud. At the last second before impact she emits a quiet squeak and halts, hooves held high like a striking statue. The group below lose interest in Dash's flimsy conversation and the shy filly visibly loses more of her confidence backing away from the foreboding looking cloud. Rainbow Dash shoots her a look that tells her to hurry up.

'Here goes nothing..." Fluttershy whispers then jumps on the cloud. A loud flash of lightning appears and all the foals jump out of their skin.

"Ahhhhh!" They all scream.

Fluttershy panics, revealing her location as she falls off the cloud and into the crowd below.

"Eeep!" Fluttershy squeals as she lands into the middle of the group. All of the foals bear down on her in the most intimidating way possible.

"Ha, we got you!" Dash exclaimed, grabbing Fluttershy and running off.

After putting a great distance between them and the annoyed foals the two slow down, trying to regain their breath.

"Good job 'Shy. Just try not to get caught next time." Rainbow Dash explains as they walk across the opposite end of the playground.

"Sorry..." Fluttershy apologises.

"Don't apologize Fluttershy, you need to stand up for yourself!" Dash exclaims.

"Ok, sor-" Fluttershy whispers, but realises that, it would count as apologizing so falls silent.

"That's my filly" Dash praises.

* * *

They head to their afternoon class and take their seats. Snowflake slowly enters and takes her seat next to Rainbow Dash, Fluttershy occupies her chair on the other side of the bold filly, trying to blend in with the furniture.

"Hey Fluttershy. Can you please wake me when the class is over?"

"But Dash..."

"You can do it... I trust you."

Their teacher enters at the back of the class and strolls up to her blackboard.

"Right class. Who's up for some math?"

A collective groan escapes the seated foals.

"No need to be like that. It's fun. Oh, and Fluttershy could you please wake up your friend? I don't like foals falling asleep on me."

Fluttershy cowers under the teachers kindly gaze, her shy nature easily besting her. The collective gaze of the class rest upon her trembling shoulders as she tentatively prods the slumbering filly with a hoof. The zzz's continue, much to Fluttershy's embarrassment. Snowflake lets out a sigh. Fluttershy's clearly frozen. A little pink hoof ribs Dash.

"What-was-that!? Is class over already Flutter-" She freezes in the spotlight, caught like a filly with her hoof in the cookie jar.

"Not disrupting your sleep I hope?" Ms Breeze is clearly not impressed.

"No… of course now Miss," Dash recovers, radiating nervousness from her normally cool and calm self.

"Good. Then I hope you won't mind telling me what we are about to move onto this afternoon."

"Uhhhhh..." Rainbow turns inquisitively to her yellow friend and quietly asks "What are we doing?" Fluttershy remains frozen. Pulled under the spotlight once more, the timid filly finds her mouth impossible to open and hides deep beneath her mane.

"It's math, stupid." One of the colts loudly whispers. Several members of the class snicker at the injection.

Dash knocks over her chair as she stands, taking offence at the verbal jab.

"Rainbow Dash! Sit down this instant!" Ms Breeze cuts in, startling everypony present by her outburst.

"But miss... He-"

"Now please! You are ruining my fun lesson I had planned for you all."

An explosive feeling hangs in the air. "Fine..."

A rude snicker reaches the aggressive filly's ear as she seats herself once more. It requires all of her self control to stop herself from leaping up once more and take offensive action to shut whoever is making the noises up.

She glances across at the scared filly beside her and softens.

As the teacher resumes her talking Dash slips a comforting hoof over her friend, making sure none of the other foals in the class are looking. The physical comfort of her protector allows Fluttershy to relax and concentrate. Dash clearly couldn't care less about basic math for foals and allows her attention to remain fixed upon her friend.

The rest of the lesson is once again passed up by Dash who decides that she is in fact too cool for such boring things. Her filly mind can't comprehend the importance, so she puts in no effort. She stays however because she can sense that her new friend needs her.  
She can feel her friend start to relax and a wave of happiness washes across the loyal filly, she fells good helping her friend out. One of the colts takes a look their way and Dash quickly pretends that she's just stretching. Once the unwanted attention is returned to the front, Dash checks her pink maned friend once more noting she appears okay without the physical contact with a blue hoof.

Suddenly bored now that her task is complete, the rainbow maned filly turns her attention back to the front and rests her chin on her desk. The two stay apart for the rest of the lesson, despite Fluttershy's secret wishes to have the comforts of her friend close up once more.

Class ends and a rainbow maned streak leaves the room, dragging a surprised yellow filly along behind her.

"Dash, why are we going so fast?"

"It's fun." All the colours of the rainbow flash past Fluttershy's vision as her friend slows and flicks her head around to face her. The two collide and Fluttershy emits an adorable squeal of surprise. She feels herself helped up by a cyan hoof.

"I was thinking, we can go exploring the city 'cause we have until dinner. No pony will miss us and we'll have a whole lot of fun! I haven't been around this area much. Come on."

Fluttershy follows her friend obediently and they scamper out of school like a pair of ponies on a mission.

* * *

It starts off with the bold leading the shy and Fluttershy can't get a word in with her energetic friend. Both fillies found enjoyment in wandering the markets, drinking in the sights and sounds of Cloudsdales busiest district.

They wander for hours, Fluttershy taking solace from her friend, knowing she will be safe in Dash's presence. However their magical day is slowly brought to an end as the sun sinks low on the horizon. Rainbow Dash can feel it, they are lost. Unwilling to voice it directly she attempts to broach the topic in a more friendly way.

"Hey Fluttershy. Do you know where we are?"

"No…" Fluttershy stops, unsure about where her friend is taking the conversation.

"How is that you don't know this area? I thought you went to school here for like, all of this year so far."

"I've been too scared to Dash..."

A sigh of exasperation escapes the cyan filly's mouth. "Great now I'm stuck with a scared filly and no one knows how to get back to school before they start to wonder why we didn't turn up to dinner…" Dash is having a hard time keeping the annoyance out of her voice. Fluttershy cringes, she didn't want to let her new friend down but has wound up doing so anyway.

"I'm sorry Rainbow, but… I always stayed in my room. Whenever I went out, I always, always was picked on." Rainbow Dash sighs, giving up. Her shy friend can be impossible sometimes.

"No Fluttershy. I'm the one who dragged you out around town."

An unwelcome silence hangs between the two as overhead the last few pegasi were making their way home. Dash can see in her friend's eyes that she wants to be at home.

"Come here scaredy filly."

Fluttershy apprehensively steps toward her bold friend. She comes into reach of the rainbow and is enveloped in a awkward hug. After a few moments of contented silence Dash pulls away.

"Just… Please don't tell anypony else about that. I don't do hugs."

"Thank you Rainbow Dash." Fluttershy huddles up to her athletic friend. "Thank you."

"Let's just get out of here." Fluttershy nods, staying right beside her dauntless friend for moral support as the pair move out once more, yellow seemingly glued to cyan.

A great deal of time passes as the pair continue to wander in the tranquil night. Dash's heart leaps as she spots the small market place near their school.

"Look Fluttershy! I knew we could make it." Little blue limbs eagerly pick up the pace forcing Fluttershy to will her tired limbs onwards, matching the more athletic filly's speed.

* * *

The two sneak in and with Fluttershy's guidance, make it to the dorms without getting detected by anypony else. A sigh of relief escapes the pair and they canter the remaining distance to their room.

"Good evening my dear fillies."

They freeze, mid stride and turn with shock written all over their little faces to find the headmaster, Greymane standing patiently off to the side of their door.

"I wanted to talk to dear Rainbow Dash about her little 'incident' the other day. But now I see she is breaking more of the school rules. Let me remind you, foals are to be in bed by 8. That is the rule for as long as you stay here. Do you know what time it is?"

Both fillies stock their heads mutely.

"It's almost ten past nine. Follow me please." His kind yet steel-like voice makes it clear, arguing with this stallion is pointless.

A scared yellow filly huddles up to her new friend as they trail after the greying stallion down dark hallways.

He leads them to his office, offering them passage into the well furnished room first like a true gentlecolt, following them in afterwards and seating himself gracefully, facing the reasons for his late night at work with a stony expression.

"As I'm sure you know, last night at the cafeteria was a disaster. Do you have anything to add before I continue?" He politely asks, attentively settling down.

"They started it!" blurts out Rainbow Dash.

"I've heard accounts that tell me you threw the first hoof. But-" he raises a hoof, cutting off the incoming smart reply from the angry filly in front of him. "I"m willing to give you another chance since you are new. But I must ask that you don't sneak out of school late at night."

A cyan mouth opens with a retort on her lips but is silenced by crash of a powerful aged hoof falling on the desk in front of them.

"You look like the kind of filly who doesn't listen Rainbow Dash so I will put it to you this. The reason I don't want my students going out after hours is because the city is dangerous at night and you don't know who you might meet. By the looks of things you already have enemies in the outside world too."

Dash nods, dumbfounded.

"Then please don't break school rules. We have them for good reasons, even if you don't like them. Now, I want to see you here in my office tomorrow after class young filly."

He turns his tiring gaze to the timid filly. "Fluttershy is it?" A small 'eep' is heard as the shy filly hides behind her mane.

"I can see you have made a good friend. Please try to be more assertive and keep her out of trouble next time."

Fluttershy mutely nods, relieved by the lack of punishment coming her friends way. The towering stallion breaks out into a kind smile, glad that his role as headmaster is finally over for the day.

"Good to see. Please excuse me but I really need to get home now. I trust you can find your way back to your dorms?"

Two nodding heads form the response. The trio get up and Greymane sees them out.

Rainbow Dash steps out of the administration building, breathing deep the cool night air, relieved that the two of them had got off lightly. She boldly trots off toward their dorms, head held high as if nothing had ever happened. Fluttershy trails behind her, regaining her composure slowly.

Rainbow breaks the silence, "I think he might okay."

"What?" Fluttershy questions, almost inaudibly behind her.

"Greymane. He knows he can't mess with my awesomeness." She puffs out her simmering cyan chest looking like she is about to explode. Fluttershy smiles in the dark, nothing seems to be able to dent her friend's ego.

"I still think you should listen to him. It was awfully scary out there tonight." A short wing covers her as best as it can as Dash replies with actions

She winks at her gangly yellow friend. "Then I should get you to bed. I don't want to be woken up in the middle of the night by a scaredy filly having nightmares." She gives off a massive yawn, "I guess even fillies as cool as me need a good sleep."

Fluttershy allows a calm silence to befall them and they wander along enjoying the beautiful night.

* * *

In the cool of the night, two fillies make it back to their room. A rainbow mane disappears from sight as its cool blue owner sinks into her bed.

"Goodnight, Fluttershy." Rainbow Dash goes out like a light leaving the poor shy filly feeling abandoned and alone in the dark.

"…Goodnight Rainbow Dash..." The whisper is almost inaudible, even in the still calm of the night.

She slowly wriggles into bed feeling depressed at being left hanging by a sleeping Rainbow. She perks up as she snuggles into her pillow remembering how different her new friend has made her life. 'It's only been one day too!' She squees to herself before slowly joining her small guardian in the peaceful realms of sleep.

* * *

Light invades Rainbow Dash"s pupils, forcing her awake. It streams through the window of the small cloud room two colourful fillies share. A rainbow mane flops off the side of the bed as its owner gazes down upon the slumbering filly below.

"You know 'Shy… you look really cute when you're sleeping like that…" Dash wears a smile as she innocently whispers to the slumbering filly below.

She stays in her position of overwatch, happy with her role as protector. A peaceful minute passes and Dash starts to become restless.

Fluttershy is awoken by a small hoof prodding her belly. She groggily comes to, seeing her protector standing over her. The two friends share a broad smile for a moment.

"Alright. Ready for another day of awesomeness Fluttershy?" A slow nod is the reply. "Great. Now get up." Fluttershy allows her speedy friend to hurry her along and before the two know it, its lunch time.

* * *

The two social outcasts stand alone on the edge of the flight course for the older foals. A staggering array of obstacles dot the course, filling Fluttershy's tummy with butterflies. It's void of other ponies as the older fillies and colts are away on a trip.

"Dash. I really don't think this is a good idea…"

"Nopony's going to catch us Fluttershy. I promise I'll be better than yesterday. We'll easily make it to class in the afternoon, so don't worry."

"But Dash, I can't fly."

"Neither can I. But that's not stopping me." She grins her big Rainbow Dash grin and Fluttershy can feel there is going to be trouble.


	6. Chapter 6 First Rays of Sunshine Pt2

A whirlwind of rainbow furry leads Fluttershy towards the racetrack. Rainbow Dash knocks her hooves against the starting line eagerly, her mane creating a mighty spectrum around her as it flows in the breeze. Fluttershy smiles at her friend, drinking in the amazing sight of joy incarnate as the athlete continues to prepare for an imaginary race.

"Come on Fluttershy. I'll race you." Fluttershy freezes at the challenge.

"M-me?"

"Of course. Come on, it'll be fun."

"Okay Rainbow Dash. For you I'll do it."

Putting her negative thoughts of failing behind her, the shy pony steps up beside her friend in acceptance of the challenge laid out before her.

"That's it Fluttershy. Are you ready? First to that cloud over there wins."

The meek nod is all the bold champion requires, "alright. Three, two, one, lets go!" Rainbow Dash immediately takes off, sprinting full tilt, wings flaring in excitement.

Fluttershy stands still, shock from the amazing turn of speed her friend has just put on radiating outwards, holding her in place. It takes her mind a few moments to figure out that she should be out there racing instead of gawping at the rapidly receding flank of her best friend.

The shy caregiver charges after her friend, giving it all she has. Despite her best efforts, Dash effortlessly beats her to the finish line. The two fillies stand grinning at each other, huffing and puffing slightly. Despite Fluttershy's uncertainties, she finds herself beginning to enjoy the feeling of being active with somepony who won't judge her for being too slow.

"Follow me Dashie." The shy pegasus unsteadily glides down from their target cloud, falling ungracefully to the cloud below. She rights her gangly legs, tiny wings flapping for balance as she watches the graceful decent of her friend. The spiky rainbow mane glinting in the sunlight, cyan coat blending in with the sky. The yellow filly puts aside her troubles as her heart soars at the beautiful sight.

Rainbow Dash lands a few feet ahead of her staring friend, wings proudly erect.

"Hey Fluttershy. Now you get to follow me again." A massive grin lights up the day as Dash smiles back at her best friend.

Small legs pump as the cerulean filly charges off, wings fluttering. The shy one gallops full tilt after her comrade, intent upon matching the mighty rainbow this time.

Up ahead pink eyes glance back. Sighting the charging filly, a smile invades and Dash allows herself to slow. She throws herself into the air, her mighty leap carrying her across packed up equipment lying along the side of the track. Dreams of flight only add the intensity of the tiny wing beats as the filly clears the stacks. Rainbow Dash dreamt of flight nightly, however, with Fluttershy by her side and the wonder of the racetrack, she now seeks to make her dreams a reality. She sprints onwards, leaping from cloud to cloud, small wings beating like crazy in an effort to gain lift.

"Couldn't you just imagine? The feeling of diving through the sky? Wind tickling your feathers? That would be so awesome." Dash dives towards her friend with her wings buzzing.

Fluttershy allows herself to get caught up in her companion's excitement and leaps into place alongside her, flapping her yellow feathery appendages doing her best to mirror her friend.

They bound from cloud to cloud, laughing and shouting to each other. Fluttershy can feel herself opening up, allowing massive smile lights up her yellow face, mirroring her friend.

"Hey Fluttershy. Watch this!" Rainbow Dash takes off from a cloud up ahead, gliding along with a triumphant grin on her face. She circles around then glides all the way back to her stunned friend.

"Rainbow… That was… Amazing." Fluttershy feels in awe of her amazing friend, even short glides are an impressive feat for a five year old filly.

Dash interrupts her train of thought, "come on Fluttershy. You can do it too. Let me show you." Fluttershy feels herself dragged along by her energetic friend.

"But Dash… I can't…" Fluttershy mumbles miserably.

"Come on. You can do it." A cyan head turns and Dash looks into her friends aquamarine eyes, doing her best to look supportive. "Just follow me. We can try over there. There's a cloud floor in case you fall."

Butterflies fill the pink maned filly's tummy and she timidly chooses the only option her friend is offering. "O-okay Rainbow Dash. I'll try."

A massive grin covers Dash's face, fighting away Fluttershy's fears. She allows herself to be led along to the first pad, trying her best not to shake too much from the quiet fears that reside inside.

Dash takes off leaving Fluttershy behind. Eyes wide, the timid pegasus takes a deep breath and barrels off the edge after her friend. Two small fillies fly slowly along, flapping madly to stay aloft. A breeze kicks up, wafting a wall of pink mane into Fluttershy's eyes. She 'eep's' in surprise at the unexpected invasion into her line of vision. Terror grips the gangly filly as she feels feels herself falling, legs flailing uselessly as her wings lock to her sides.

Rainbow Dash lands triumphantly. Wearing a supreme look upon her small face she turns, grinning only to drop all pretense of awesomeness at the mangled sight of her pink maned friend.

"Fluttershy… Are you okay?" Cyan bounds up to canary yellow and a tender hoof shifts the mass of pink revealing a disheartened filly.

"Hey, it's okay. It took me forever to be this cool at flying. I guess you just need a little more practise." The bold filly does her best to come down to her not so able friend's level whilst maintaining her sense of awesomeness.

With a helping hoof to guide her ascent, Fluttershy makes it up.

"Do you want to try that again?" Hope lights up those cerise eyes, banishing Fluttershy's fear of failure.

The failed filly nods, unable to say no.

"Right, follow me then." Dash struts off without a backwards glance.

A soft sigh escapes the gangly filly. At this rate she was going to make herself look like a real fool in front of her best friend again and again... _and again..._

The eager pegasus leads her student to the edge of a new cloud, one with a closer target point.

"Don't worry Fluttershy. I can fly right behind you... give you a boost if you need it." She grins cheekily. "You never know... it might just work."

The weak flyer inwardly groans. Her friend clearly thinks just like the rest, that she is too useless to make it on her own. _'But she's right. You are weak. No pony likes a worthless filly.'_ A tear slides down the poor pegasus's face.

Turning to spot her distress, the multi-coloured plush ball sighs. "Look... If you don't want to do this all you have to do is say so... We can try other things too you know. Maybe even something...well... a little more you."

Fluttershy's mind flies into a panic. As much as is it means to her, if she accepts the athlete's offer then it will only make her look even more like a failure than she already is.

"N-no... I...w-want to do this." She attempts a smile.

An unsure gaze comes her way from those sparkling cerise eyes. "You sure? It would be like... totally cool to have a flying partner, you know."

"But... I can't fly." A second tear leaks out, tugging on the bold filly's heartstrings.

"Sure you can. You just need somepony who is super cool, who believes in you." A bright grin lights up the day as the rainbow maned pegasus walks carefully up to her best friend and gives her a hug.

Warm fuzzies make everything all better for the cowering filly who melts into the strong, warm hold. They settle for a few moments, calming the fearful pony's pulse, restoring her faith that her far superior friend really does care for her. She nuzzles into her strong defender, relishing the new feelings that pour from the contact.

The cheeky filly pulls away a little, a cocky grin upon her face. She licks the shy pony on the muzzle, unhastily, content to let this moment at least, hold.

As the warm tongue brushes against her muzzle, it washes away her residue fears and the yellow youngster feels as if she can take on Equestria. She gathers herself up, standing tall and confident beside her friend.

"Thank you Rainbow." She offers a nuzzle, sweeting the close moment.

"Yea yea. You're welcome Fluttershy. I just hope you feel better." A nonplussed cyan filly gently shoves her overly affectionate companion off. "Ready?"

"Yes." The grinning filly replies.

"Right... together."

Fluttershy follows her hearty friend to near the edge of the cloud. She keeps her gaze of determination fixed up ahead on her goal. The elusive target that is the mark cloud.

"Three...two...one...go!" At her bidding, they both rush to the edge, throwing themselves off into the abyss.

Tiny wings work like a Wonderbolts in an epic glide as they fight against the breeze.

Fluttershy feels herself begin to sink and panic sets in. She beserkley flaps her wings, working beyond all her own limits. The scaredy filly plows into her confident companion. The force of the surprise ram sends the leading filly out of control and they both tumble out of the air, landing in a filly pile upon the soft clouds below.

"Fluttershyyyy...you're s'pposed to fly! Not fall!"

"Sorry, Dashie..." Fluttershy pouts a bit, then she smiles and gives her friend's muzzle a little kiss.

Small cyan wings stand up on end at the unexpected contact. "Flutter...wa-what was that for...?"

"I'm sorry..." She cuddles in closer.

Rainbow blushes from the contact and is about to tell her to get up and off her, but she can't bring herself to do it. If anything, she likes it, and wants to bask in it a bit longer. As well as that, to indulge her friend. So she just lets her, even trying to cuddle back.

"Okay… how about we give lessons a break for now?" Softly suggests the bold pegasus.

Fluttershy nods, more than happy to quit. "Sure! What do we do now?" She leans down and gives her small friend little kisses along her muzzle to thank her.

"Hey... Stopit! That tickles!" The stronger pegasus wriggles out from her companions grasp.

A little whimper escapes Fluttershy as she looks at her with a sad pout.

The cyan filly can't handle the hurt expression coming her way. "Look... I didn't mean it in that way..." She nuzzles back up against the sad filly. "What would you like to do, kissy?"

Fluttershy then smiles, cheered up and giggling. She brings her forelegs around her smaller friend and cuddles her, nuzzling her and kissing her cheek. "Hee... You're so cute, Rainbow! Um...I don't know...what should we do?"

"Me... No way..." She looks at the cuddly pegasus like she's crazy.

"Of course you are!" Fluttershy giggles, snuggling her more.

The bold cyan plush ball giggles softly, shaking her head. "As nice as this is pal, I would like to do something that is...you know... cooler... something that other foals won't kill me for."

A little pout forms at Fluttershy's lips. She doesn't want to let her go, given how wonderful and so right it feels to just sit there and snuggle her best friend. It was so cozy! Fluttershy shakes her head and holds her tighter, just simply relishing in their little snugglefest. "...No."

"Fine... I'll play cuddle the silly filly then..." A cheeky grin crosses her face.

"Yay! ...Um...and then after...we can...do something else, of course..."

"That's cool." A sneaky look arrives upon the cyan muzzle. "I can think of a few fun things... I am so getting you back for this, Fluttershy." She licks the adorable yellow nose that hangs in front of her.

As much as Fluttershy knows that she should be afraid of that, she finds that she isn't. After all, she knows better than to think Rainbow would ever hurt her. She giggles from the little lick, and then does the same in licking her friend's light blue nose. "Hee!"

"Oh you want some of that, huh. Lets try the coolest lick in all of Cloudsdale!" Declares the bold filly, puffing out her tiny chest.

"The coolest lick...?" Fluttershy tilts her head.

In answer, Rainbow Dash leans forward, licking her chops. "Yup. And you are the only filly who is cool enough for it..."

She gently comes into contact with the soft yellow coat her friend, tongue trailing all the way up the giggling filly's chin. With a expanding smile, she reaches the heating yellow cheek, ending the wet contact with a daring kiss to the muzzle.

Fluttershy giggles with glee, despite her immense blushing, and smiles. "Hee! Oooh, Dashie, that was pretty cool! Um...can I try?"

"Sure... If you think you can live up to my awesomeness."

"Well...I can't...I never could live up to your awesomeness...but I hope I can make it nice for you...as it was for me..."

The champion presents herself for contact. "Shoot."

"Okay..."

Fluttershy comes closer, trembling and hoping she would be doing it right. She leans in, her tongue hanging out. Eventually she makes it, gently licking along Dash's chin and mowing along upward.

Loud giggles escape the prankster as she wriggles around from the bizzare contact.

Smiling, seeing that she was at least doing a good job, Fluttershy continues her little licking trail. Eventually she comes up to her muzzle, aiming for her cheek, but her tongue very gently streaks across the corner of her mouth. Blushing, she tries to cover her error and goes for the cheek, giving it a kiss and then drawing back.

With an unreadable expression upon her small cyan face, Dash licks around her mouth, cleaning the embarrassing mistake. "Well..."

"...I'm sorry..."

A cheeky grin finds itself on the multi-coloured pegasus's face. "What for?" She dives into the larger filly, reaching out with small hooves, tickling the regretful filly.

"Wha-noooooooo!" Fluttershy squeals and laughs, wiggling from beneath her and squirming to try to get away. "Noooooooo!"

"Oh yes..." Her tormenter softly coos triumphantly, continuing her merciless attack.

"Nooooo! Stooooop!" Fluttershy squeals, still trying to squirm away.

The tiny terror burrows under her larger friend, gripping her strongly, still working furiously with one hoof as she softly nibbles and licks the exposed yellow underside of her friend's chin.

The larger filly rolls onto her back under the intense attention from her friend. More giggles escape the tormented filly as she continues to wiggle and squirm beneath her, her legs thrashing and kicking a bit. "Hee hee hee! Nooooooooooo!"

The grinning trickster halts her work. "What? I'm sorry Fluttershy, I can't hear you over how cool I am..." Two sets of glimmering eyes meet as she runs a hoof along the spasming side of her victim underneath.

"Stoooop..." Fluttershy squeals, trembling a bit. "I surrender!"

"Okay. I'm cool." The prankster jumps off, still wearing a naughty look upon her face.

Fluttershy pants a bit, trying to get her breathing under control, looking toward her best friend. "...Um...now what?"

"Well... I think I'll let hot stuff here cool herself down." She pokes out a tongue, teasingly. "Then... I'll think of something cool." She settles confidently down upon the cloud.

Managing to get her breathing back to normal, Fluttershy settles her aching sides. The yellow filly manages to slowly stand up. She makes her way over to her companion, checking her over for a moment. She giggles pouncing on her, rolling them along the cloud until she successfully pins her.

"Hee! Come here, Dashie!" Fluttershy giggles, giving her little kisses again.

"Nooooo! Not this again!" Trying to fight her off, the bold filly accidentally rams her muzzle into her assailant.

Both fillies freeze, liplock was not what either was expecting.

Dash jumps away, blushing heftily. "L-lets not d-do that again..." She slowly backs away, unable to believe what had just happened. "That's like... eeewwww..."

Fluttershy looks away with a heated blush, wondering why she strangely disagrees with her companion about that. Why she just... liked it. She turns away, trembling a bit, both with shame and disappointment._ 'I don't get it...why would I want it? She's my best friend! She didn't like it! I...I can't say that! No! Oh, Dashie...I'm sorry...'_

A moment of total awkwardness passes, neither youngster willing to move a for fear that something else might happen.

The oddly shy filly turns to her blushing yellow companion. "Well... what would you like to do now Fluttershy? Anything. Just... not...that."

A small pout forms at Fluttershy's lips as she feels yet another dose of shame. "...You can pick what we do, Dash. I don't mind...it's up to you."

"Fine..." Taking control, the cyan filly strides forwards.

As if trying to sneak, she suddenly crouches down, slowly approaching her friend. Reaching out a strong hoof she bumps it against the yellow filly's shoulder. "You're it!" With a wisp of a spectral tail, she dashes off.

"Wha?" Fluttershy blinks, not quite registering what was going on. But once she did, she stood up. "H-Hey! That's not fair!" She chases after her, but not as fast, despite her advantage of having longer legs.

The young bundle of trouble leads her less athletic friend around the older foals playground. Loud encouraging shouts trail her as she easily evades the other filly.

"Come back here!" Fluttershy continues to give chase.

"No chance, kissy!" She loudly taunts as she runs along.

_'Kissy? But why is she calling me that again? I thought she didn't like when I kissed her...'_ Fluttershy wonders to herself, blinking as she trails after her faster friend.

The smaller filly stops, skidding her tracks as she turns to face her friend. "Gotcha!" Timing her leap, she propels herself right into the shy pegasus, knocking them both into their second filly pile for the day as she giggles raucously.

They come to a halt, Rainbow Dash on top. She gazes down into the softly giggling filly's eyes below. "See... Gotcha." She leans in and licks the protruding nose, smiling happily.

"You...you got me, yes..." Fluttershy giggles, beaming at her.

"Right... Now that everypony who's important around here knows just how awesome I am..." She quickly scans the area, noting the one pegasus in the vicinity. "Let's get back to the little fillies playground before the bell rings. I don't need to get you into trouble again." A naughty smile arrives once more as she gets off the giggler. "I'll save that for later..." She swaggers off, confident in her success.

"Um...but why can't we stay here?"

"Do you want to get into trouble?" She cocks her head, questionly, unable to believe her quiet friend might actually want to skip classes and be a naughty filly.

"...Well...you did say there are no bullies around this playground..."

"Yep. So I'll take you back here each lunch. Or do you want to skip class? It's boring anyway..." Sudden hope fills her cyan face.

Fluttershy wants to protest, but realizes that all they are doing in class are little reviews of the material, to which she herself was pretty much doing well in. But she also doesn't want to go to class all alone without her companion there with her. "...Um...well...I...I guess...?"

"You guess what? I'm only going if you are. Teach can just kick me out later. If he can get over my coolness." Her ego starts taking over, full force.

"...Most of the class doesn't show for reviewing, anyway..." Fluttershy reasons in a way she knew Dash would.

"Great! So we're staying here then?" She waltzes closer, grinning widely.

"Well, sure..." Fluttershy smiles a little, not entirely sure what she wants to do.

The tough youngster jumps on top, a sudden look of joy on her face. Once more she was ruling the town. She strokes a hoof along Fluttershy's side, coaxing a soft laugh out of her.

The bell rings but the speedster ignores it, leaning in closer. "So Fluttershy... Ever missed class before?"

"...No..." Fluttershy mumbles, burying her face in her neck.

"Well then... Now's a good time for us to start your lessons."

The bold filly leaps off her friend, finding a section of cloud on the smooth cloudturf. She digs into it, tearing small chunks off it.

"Oooh!" Fluttershy sees what she's doing, and immediately follows suit.

Despite the fact that she was vandalizing the padding on the practise course, Dash continues, piling up a heap of cloudstuff. "Right... now what would my Flutters like to build?"

Her friend looks indecisive for a moment. "Um...a bunny!" She grins, proceeding to do just that.

A cyan hoof places a block on the bottom, skillfully shaping it into a hind leg. Sticking her tongue out in effort, Dash continues, shaping the clouds quickly into what she imagines a bunny might look like.

"Is... that what it looks like?" Dash asks, shaping a set of fangs onto the misshapen creatures face.

The creamy yellow filly stares at her friend's creation while working on her own. She giggles, shaking her hread. "Silly Dashie! That's not a bunny! Bunnies look like this!" She indicates to her own cloud formation.

"Oh... where did you see that?"

"Books..." Fluttershy quietly replies, nervous.

"Oh... That's... cool I guess." Her expression tells the shy filly otherwise.

Taking on a sad look, Fluttershy looks away and smooths out her cloud formation back into the turf. She sits on her haunches and turns away, gaze downcast. _'What was I thinking...she doesn't like books or reading and I do...now she's never going to want to play with me anymore...'_ She becomes so absorbed in her own world of despair, she fails to notice the odd look coming her way.

"What did I do?" Dash's defensive tone rings out across the silent practise course.

"Eep!" Fluttershy cowers and hides with her hooves over her head, shaking.

"Come on." She licks the quacking filly on the bridge of her nose, prompting her gently.

Fluttershy blushes, looking up at her. "Sorry..."

"What do you have to be sorry about?" Rainbow hair flicks to the side as the inquiring filly tilts her head to gaze at her companion in confusion.

"...Nothing..." The shy filly shakes her head, deciding not to delve any further into this. The last thing she wants to be considered an egghead to her best friend.

"Sure. Whatever... I'll go now then." She starts walking off, swishing her tail in aggravation.

"No!" Fluttershy wails, chasing after her and grabbing her tail with her mouth. "No! Please don't leave me here alone..." She whimpers. "I'm sorry!"

"Well? What does my coolest friend have to be sorry about?" She asks, wondering what is bothering the filly who is wrapping herself around the strong cyan forehooves.

"I made you upset...and want to walk away..." Fluttershy whimpers.

"Yea... Because you won't be cool and tell me what's wrong, silly filly." Cyan slowly approaches the unhappy bundle of yellow and pink.

"But...But... I...didn't want you to feel bad...for not knowing what a bunny looks like..." Fluttershy mumbles, only telling the half-truth. "I'm sorry, Dashie..."

"Me feel bad? Na... I had fun. Wanna make another cool thing? I can try something totally awesome this time."

Fluttershy smiles and hugs her filly. "Of course. I'm sorry I upset you..."

The cyan filly hugs back, rubbing her companion's back with a speedy hoof. "I'm fine Flutters. It's you who was upset." She pulls away, "wanna try and beat me this time?"

"Hee...You know I'm not going to beat you, Dashie." Says the taller filly.

"You can try." The bold one grins back, knowing that there is no way she can lose to her timid friend.

"Maybe, but I know better... I can't win.. so why don't we just make whatever we want and then we'll show each other what we did?"

"Sure. But I'm still going to make the cooler cloud thingie!" Cyan hooves wave in the air as Dash declares her clear as day objective, flapping her small strong wings to help carry her off to her own patch for cloud building.

"Of course you are," Fluttershy smiles, going to work on her own cloud-making formation.

Fast furious hooves work at skillfully forming a rough looking monster. The speedster grins down at her creation. After a moments careful contemplation she grabs another hooffull of cloud and shapes wings for her creation.

Fluttershy meanwhile makes a butterfly out of her clouds, humming sweetly to herself as she does so.

Cutting the silence into a million pieces, Dash calls out. "Done. Ready or not, here I come."

She bounds over to see what her friend has made. Her bold hoofsteps falter as she spots her friend's creation.

"What do you think? It's a butterfly!" Fluttershy explains cheerfully, showing it off.

"Oh... At least it has wings. It's cool. Kinda suits you." She smiles sincerely.

Fluttershy's happy smile falters. "...You don't like it, do you?"

"Stop being such a downer Fluttershy, of course your pal likes it." She wraps a comforting cyan hoof around the quiet mare's shoulders.

The smile returns. "Thank you, Rainbow! Yay! I...well, guess you're right, it does suit me."

"Now come... You gotta see what awesome thing I've made." Dash leads her friend off to view her creation.

"Oooh, what did you make?" Fluttershy asks, eagerly bounding into view of the small cloud sculpture. "...Eep!" Her eyes go wide. "A monster!" She hides her face.

"Isn't it awesome!?" Dash almost explodes with glee. "Check out it's wings!" She rushes across to show them off.

Gulping, Fluttershy looks at the cloud monster, trembling. "Well...it is certainly...creative and interesting...it suits you, Rainbow."

"Not really... I'm not big, mean and scary am I?" The disappointment rings clear in the sculptors voice as her expression droops.

"No! Never!" Fluttershy shakes her head, and embraces her companion. "I mean...well...just that this is the kind of thing you would find fun and awesome and so you created something out of that imagination and vision... You're not big, mean or scary..." She smiles, nuzzling her, planting butterfly kisses along her muzzle and nose. "You're small, funny and adorable."

"Getoff!" Dash giggles loudly, small cyan hooves flailing in the air.

"No!" Fluttershy giggles, cuddling and nuzzling her companion.

The sneaky rainbow-maned filly slips a hoof in, under the cuddling filly's defenses tickling her.

"Noooo!" Fluttershy squirms away. "No!"

A laughing cerises eyed filly stops, rolling on top of her companion, gazing down into the equally glowing eyes of her companion. "Got you again Fluttershy."

"Hee...yes you did..." Giggles the happy yellow filly.

"How about you take me on a tour of the rest of the school. No pony else is around. I'm sure a filly like you will have found a few cool hiding spots from the mean bullies." She winks at her glowing friend.

"...Well...now that you mention it...yes..." Fluttershy says, shrugging a little and smiles, "I can show you my favourite one... I never told anypony else about it. But then again, who would I tell..."

"Me... because I'm awesome." Dash puffs herself up, ego overflowing. "Lead on Flutters my friend."

"Yes, you're awesome..." Fluttershy nuzzles her, "But it's because you're my best friend and I trust you. I want to share it with you, Rainbow..."

* * *

Rainbow and her friend walk around a corner to find two colts they really didn't need to meet.

"What are you punks doing out of class?" Dash asks aggressively, instantly beginning to slowly advance upon the duo in front of her.

"We could ask you two losers the same thing, Rainbow Crash."

"Do I need to smash you two again?"

"You didn't smash us you stupid filly," Hoops spits.

The colts continue to close in and Dash feels that Fluttershy has started shaking.

Light brown comes within pouncing range. With a breathtaking rainbow trail, the bold filly lashes out, smashing Hoops in the muzzle. Billy jumps in, assisting his friend.

In a flurry of angry filly, Dash lays into the pair as her friend hides. Fluttershy continues to cower until she feels a comforting hoof contacting her coat. She jolts in surprise, relief flooding her system at the sight of her defender.

"See… Told you I would protect you."

Little yellow forehooves envelop the bold guardian who is wearing fresh injuries. "R-Rainbow..."

"Ssssshhh..." She rubs the tearful filly's back strongly. "You're safe. I kicked their flanks. come on lets get out of here..." She prompts, eager to leave.

"Okay..."

Fluttershy allows her defender to lead her off. The two sneak around the passages, avoiding the still filled classrooms.

The shy pegasus gulps, summoning the courage to do what she has to do. "D-Dash..."

"Yes 'Shy?" The bold filly turns, facing her friend with an inquisitive look upon her face.

A yellow hoof points out the war wounds. "Y-you should go to the nurse... I-if you don't mind that is."

"I guess I should." The injured filly does her best not to show the pain as she examines herself. "But I don't feel that bad Fluttershy..."

A teary eyed filly embraces her defender. "Y-yes you are... It's all my fault too..." She cries softly into the rainbow mane.

"No it's not." She strongly established. "Look... how about I let you take me to the fixit pony and then we find something cool that an injured filly can do?"

"Okay." Fluttershy although still sad, starts to perk up at the mention of something helpful that she can do.

The two head off, ignorant of the fact that they _still_ should be in class.

* * *

"So... What does big Miss awesome want to do?" The bold filly asks as the pair walk down the school corridors, heading away from the nurses.

"M-Me? But...Rainbow...you're the awesome one..." Fluttershy says, wide-eyed.

"Says you. I'm the stupid filly who just got my flank torn up by a bunch of flank holes..." Dash boldly turns to her companion.

The shy filly cringes as the rude words spill from her friend's mouth but is too shy to mention anything. "O-okay..."

"Look, I dragged you along to the big ponies course at lunch so its your turn to decide what we are going to do."

"Um…"

"What do you normally do, Fluttershy?" rainbow mane flicks to the side as its owner cockes her head in a cute inquisitive fashion.

"I… um… read…"

Rainbow gives her a brief look of unbelief. "You're an egghead?"

At that, Fluttershy's teal eyes pool with tears. This is what she's afraid of, admitting to her best friend that she likes reading. _'Now I'm never going to be cool to her! She won't want to play with me anymore, she's going to call me names and think I'm a nerd!'_

Dash realizes her mistake, looking immensely guilty. "I'm sorry, Fluttershy! Please forget I said that. If...well, you like reading, that's, that's okay! I mean, I don't read and I think it's lame, but I guess if you like it...eh, I don't care. But I'm sorry. Forget I said that."

Dash holds out her forehooves, "come here." she offers a reluctant hug to her friend. Fluttershy lights up and wholeheartedly embraces her friend, enjoying the warm fuzzies that enter her small body.

"So, no more tears?" The cyan head pulls away to allow for unobstructed view upon the cute yellow filly in her grasp.

A soft nodding in the quiet is the bold filly's answer. Fluttershy finds herself content to simply cuddle with her injured protector, unwilling to leave the safety of her forehooves.

"Thank you, Rainbow..." The pink-maned filly whispers sweetly.

"Hay... it's no problem. So..." She is almost bouncing up and down with eager anticipation despite the hold upon her. "What do you want to do?"

Fluttershy bites her lip. She wants to say exactly what she wants to do, which is just to go to their room and snuggle up together on one of their beds. All warm and cozy, cuddling each other and occasionally saying cute and fun things, telling stories, all wrapped up in a blanket, and then maybe later falling asleep together to ward off the nightmares if they stayed that way for too long. But she knows that it's probably the last thing on Dash's mind. Especially with her bouncing. She sighs, deciding to think of some kind of a workable middle ground.

"Let's...um...do you like picture books? Colouring books? Drawing?" She says.

Outright confusion covers the bold filly's face. This was not what she is expecting to hear. Maybe something cute and cuddly. That could be awesome, if a little strange for the tomcolt filly. At the same time she had been hoping for something that could involve running around, being active. Maybe even getting to teach her friend some new moves.

But this... She simply stares at her friend, blankly. "Uh... okay." _'Why brain? I don't want to do that... it's boring...'_

Fluttershy catches on, and sighs. "Never mind. I'll think of something else, then."_ 'Oh dear...do we really not like doing the same things?'_

"Well what about flying? Or playfighting... or something more you... like..." She glances around, checking the coast is clear. "Snuggling. I thought would be your first choice..." She withdraws. "But if you want to look at picture books then I guess I can."

"But...that's the problem! That's I want to do..." Fluttershy sniffles. "You don't want to. You'd only do it for my sake...and I don't want you to do that... I want us both to agree on something."

"Who said I didn't enjoy cuddling up with the coolest pony in all of Equestria?" The spectrum rushes past Fluttershy's vision as the cool pegasus checks her surrounds once more. "Just don't let anypony else find out or I'm a dead filly."

As much as Fluttershy feels a little put down at having this be something of an embarrassing secret to Rainbow Dash, she can't help but feel at least little bit more happy to know that she does like to cuddle. "Rainbow, you know I won't tell anypony. Who am I going to tell?"

"Good. Yea... anypony would just think you were a crazy cute filly." She rubs up against her friend, "then after I've had a cuddle and let my pain go away, I can get back out there and practise to be the best flyer again."

"...And I'll be right there to watch you, Rainbow..." Fluttershy promises with a sweet smile.

"Watch? I'm still going to get my number one flyer out there too. I need somepony I can rely on."

"But...! Rainbow! I can't fly!" Fluttershy protests, looking sad again. "I'm only going to slow you down. I can't do that to you... I know how much you love to fly and the last thing I want is to ruin it for you... I appreciate your kind encouragement, but I can't fly. You know it."

"Yes you can. You just need to believe in yourself."

The genuine smile sends a rush to Fluttershys head._ 'Maybe I can...?'_ She wonders, buzzing from the honest encouragement from her best friend. "...All right...I'll try." A shy smile covers her yellow muzzle.

"Great! Then I need some help from my best friend... you can help me heal by giving me the best cuddle ever." She gallops awkwardly off, poking her tongue out, back at her friend as she dashes up ahead to reach their room first.

A big, beaming, smile overcomes Fluttershy's face as she follows after her companion. "Of course, Rainbow... Now that, is something I can do for you."

"Come on slowpoke!" The energetic call from the cyan filly as she reaches the bedroom lends new speed to Fluttershy and she takes off after her.

Reaching the bedroom as well, Fluttershy closes the door behind them. She sees Dash already relaxed on her bed, looking ready for some nurturing. Which she herself is all too happy to provide.

"Righty fillyfriend, step right up. Come help the totally awesome Rainbow Dash!" She declares, stretching out.

"Of course, Rainbow...my wonderful fillyfriend ever..." Fluttershy giggles. She trots over, climbing onto the bed to get up next to her.

The cheeky young pegasus laughs. "Yes... Now..." She lifts her wings up, lying on her tummy to show off her small bandages on her back. "What can doctor 'Shy do for this?"

"Well..." Fluttershy laughs softly, snuggling up against her and gently rubbing her friend's back. "You're going to need a lot of cuddling...oooh...I'll even rub your back for you."

"Oh really? Well... I guess I can't argue with that then can I?"

"Don't you worry, my Dashie. I'll take good care of you and your hurts as best as I can," coos Fluttershy as she nuzzles her companion.

"Yea. And with your help I'll be in shape to teach those meanies a lesson or two." The defender triumphantly declares.

"Nooooo... Well, yes, but only if you must defend yourself. Until then, you just try to get better so you can fly and do tricks again, Rainbow."

"I'll show you a trick." Cheeky cyan hooves run along Fluttershy's underside, tickling her vigorously.

"Eee! Noooooo!" Fluttershy squirms and wiggles, laughing.

"But you're so much fun!" Dash laughs. Her laughter is cut short as pain lances through her small frame. "Ouch!"

The room falls into a harsh quiet, with only the breathing from the hurt filly puncturing the stillness. "Stupid...bullies... Why couldn't they just go to class..." She grits her teeth, wishing the pain away.

"Awwww..." Fluttershy offers her some nuzzles, placing a hoof on her back to comfort her. "You know Rainbow... this might not have happened if you were in class today..." The worry in her voice does nothing to still her companion who simply shoots her a look of annoyance.

"Wouldn't have happened if I had to go to school... I could still be practising for the Wonderbolts with my brother Soarin'." She sulks, quietly facing the cloud wall.

The idea of that being a reality saddens Fluttershy as she looks down, beginning to tremble. If they hadn't come to school together, they might never have met. And wouldn't be here right now, each other's best friends, the only ponies they can count on. Social outcasts sticking together.

"...Rainbow...?" She manages in a shaky voice.

"Yes..." Ceries eyes spot the damage and her look of annoyance fades to mush. "Awwww... Fluttershy... I didn't mean it like that..."

Tears pool in Fluttershy's eyes as she snuggles more into her best friend, as if she would disappear, forever, if she let go. "I know... I just... As much as I sometimes wish I was never here... I remember that it's because I came here that I met you...and I'm so happy for that... I wouldn't change a thing... I can't imagine never knowing you, Rainbow... You're my best friend ever..."

"You're my best friend too Fluttershy. I'm..." Her voice falls into a soft, sacred whisper. "Well... I don't know what I'd do without you... Probably be still getting smashed at home... How about we run away someday. That would fix it."

"R-Run...Run away?" Fluttershy's eyes go wide at the prospect.

"Yes big filly. You know... Leave. It's not as if my family would care..." She crosses her forehooves, a sulk incoming fast.

"Yes they would...wouldn't they?"

The rainbow snorts. "Yea... about as likely as nightmare moon making peace with everypony. Not going to happen. They're all old farts. Only my bro is cool. But now, he just hangs with his cool marefriend."

It's all too much. Fluttershy begins to cry and holds on to her best friend tightly. She can't possibly imagine how much this must pain Rainbow Dash. But it hurts her so much to see her cherished friend stuck in such a situation. Sniffling, the creamy yellow filly holds her gently, careful of her wounds, and nuzzles her, even kissing her muzzle lightly and licking her face. "Oh, Rainbow...I'm so sorry..."

The smaller filly carefuly licks clean her caretaker's face. "No... don't be. It's only like they're my family. It's not like I need them..."

"But...you..." Fluttershy's lips quivered as she snuggled her more, trembling. "...Rainbow... You can be my family now... You and me...we can be a family... I'd always love you and would never leave you...ever..."

"You know... that does kinda sound... cool. No... super cool. Like... you dear filly, have just made my life about 20% cooler." She grins her trademark grin at her friend.

"...Really?" Fluttershy smiled through her tears.

"Well yea. It would be nice to have somepony who actually cares I'm alive!" She motions wildly with her forehooves, showing off her point as best she can. "Do you have a cool family?"

"...Well...my parents do love me...and I'm sure they'd care... Yes... But...well...you're different, you're special...and my best friend..." Fluttershy nuzzles the small filly again. "You're my family now, too."

"Awesome. At least one of us has family like that."

"...If you want...you can come with me and my parents...they'd love you!"

"You took the words right out of my mouth Flutters." She grins contentedly at her glowing friend.

"Yay!" Fluttershy squeals with joy, peppering her friend's face with butterfly kisses and giving more snuggles.

This time, the strong filly simply accepts the offering of love, unused to it, but discovering it actually feels quite good.

**Special thanks to NintendoGal55 for assisting in the writing of this chapter. I'm sure she helped make it at least 20% cooler.**


	7. Chapter 7: Angels Paradise

Angels Paradise

Two fillies walked into class, yellow behind cyan, making a beeline for their seats at the back.

"And why are you two late?" Ms Breeze doesn't miss a thing.

"We slept in." States Rainbow Dash defensively as her shy friend cowers behind her.

Several of her classmates find this funny and make it clear by poorly concealing their giggles that pass through the class like a wave.

Noticing it, Mrs Breeze speaks up. "Quieten down class." She turns her full attention to the two latecomers. "You are not making a good start here Rainbow Dash. I want you to see the headmaster after class and explain to him what's going on. I'm sure we can help you."

"Whatever..." Dash turns away from the excitable teacher up front, continuing towards her seat. "Make it quick though, I got things to do with my fillyfriend!"

A look of shock crosses Mrs Breeze's face. "Your what?"

Undeterred, Rainbow just looked at her. "My fillyfriend! Fluttershy! We've got some things to do after class and I don't exactly want to make her wait!"

At this, a look of mortification writes itself across the older mare's face. Several of the fellow class members crack up into fits of giggles.

Glancing around, Mrs Breeze took it upon herself to do something before things got out of hoof. "Young filly, come with me. Both of you." She stormed out, waiting impatiently on the other side of the door for them to follow.

Once all three pegasus were outside, Mrs Breeze promptly shut the classroom door. "I didn't realise you two were together." She rounds on them with a stern look.

Dash just blinks, confused. "Well, yeah. We're always together!"

"I think you two would be wise to wait a few years before entering into a romantic relationship together. Not that I have anything against fillyfoolers, but I think you two should just slow things down a little you know? I know you are a speedy young filly Rainbow Dash but you've only just met Fluttershy. Don't you think things are going a little... fast?"

"Oh please, we're-...wait, what?!" Dash cries, her eyes going wide and her jaw dropping.

"Um..." Fluttershy realizes where this was going.

"Whoa whoa whoa! Ewwww! No! I would never date my best friend! That's...that's weird!" The cyan filly makes a disgusted face.

At this small explosion, relief floods Mrs Breeze's face. "Oh thank goodness..." She runs a hoof through her mane, relaxing. "I thought you two were going out as a couple. I've never had to deal with fillies your age falling in love."

Fluttershy looks down at the floor sadly, trembling a bit. She isn't sure why, it just kind of stings her a bit.

Dash rubs her friends shoulder with a hoof, not realising the internal dilemma facing the shy filly. "Phew... For a moment... that was getting really... mushy and ewww... I'm happy we have that sorted." A grinning cyan filly lights up her shy friends face as well.

A smile lights up the energetic mare who stands at the door, ready to open it. "Oh and... this might just be me but..." She awkwardly rubs the back of her head, willing herself onwards. "You two do make a cute couple, even if you aren't together."

Fluttershy beams at this, elation filling her gangly young body. Rainbow Dash scowls, cute is not part of what she considers normally considers 'cool' especially if some adult is telling her.

The stern figure of their teacher opens the door, leading the way back into the classroom. Giggles, snickers and other rude noises come from the seated bunch of young pegasi who all look guilty at the unexpected reentrance of the energetic teacher.

"Quieten down class." Before anypony can grumble she continues with gusto. "Okay class, enough work, who wants to have some fun?"

Everypony lights up, hoping that they aren't going to be forced to do something boring that their teacher considers fun.

Ms Breeze chuckles to herself, "Good, then how about our first flying lesson of the term?"

Excitement buzzes through the class, first flight lesson of the term. Rainbow Dash feels almost like she is about to burst from excitement. She barely notices her shy friend sinking down into her seat. Fluttershy squeaks in fear as a cyan hoof grabs her. A rainbow and pink streak exits the class as the buzzing cyan filly propels her companion on, eager at the prospect of a flying lesson.

The fillies and colts line up obediently in front of the teacher in the beginners flight course. It is a mostly bare, well carpeted expanse of cloud that looks like it is built to accommodate foals who are unsure on their wings. Aside from the soft clouds underhoof, the hoofmade looking grounds had only sparsely placed cloud obstacles dotting the expanse. Behind them sits the playground in all it's glory, several of less confident fillies and colts eyes drift to the fun zone wishfully.

Their teacher looks as excited as most of her class does as she addresses them. "Alright class. Now I want one of you to come up to the front. I have a few things to show you before you try and fly."

Several small hooves shoot up into the air as several foals, eager to show off, vying for their teachers attention.

Rainbow Dash almost bursts with excitement, waving her little hooves in the air, barely containing the shouts sitting upon her lips.

"Okay, new filly, up you come." Mrs Breeze notices the newest addition to the class and the excitement that is overflowing from her.

Rainbow puts on a smile of awesomeness, waltzing up to the front.

"Alright. I would like to you to do your best run up take off. Just make sure you flap those wings like you mean it because flying isn't as easy as you might think young filly."

Looking as if she were about to ignore the instructions, the bold little ball of spectrum trots up to take her place at the start line. "Watch this." In Rainbow Dash's mind she was performing as the lead mare in the wonderbolts.

The cocky cyan plush ball charges at the tiny cloud ramp, springing off and into the sky blue expanse beyond. She works her wings madly, just like she had during lunch break. The tiny filly sort of flew several meters before she came crashing down onto the padded white cushioning clouds below.

She springs back up to her hooves, flicking her spiky mane heroically to the appreciative hoof stomping of her class. She smirks at the bullies who are glaring at her for her performance as she struts back to her position next to Fluttershy in the line.

"Alright class. There's a good example of what I would like you all to do. Although this time I would advise trying not to crash land Rainbow Dash."

"You got it!" The puffball soaks up the praise, missing the advice following it.

"Now I would like you all to have a go. There's enough space here for all of you so no need to be mean about it." The easy going mare instructs.

Every filly and colt spaces themselves out along the line and do drills as explained by Breeze.

Charging along. Flapping their wings while she tells some to go harder and corrects other ponies form. One grey Filly crashes into the teacher.

"Derpy. That way." The teacher redirects the cross-eyed filly gently with a forehoof, using extra dose of caution with the young impending disaster.

"Oops! Sorry miss!" The energetic filly chargers off after her classmates, zig-zaging all the way.

They reach the walled off end of the cloud track. A bold grey colt strides up to her and a very quiet Fluttershy.

"Hi there, Rainbow Dash. That was a pretty awesome display there. I'm Galechaser and this is my twin sister, Airsplitter. You wanna hang out after school."

"Yes! I mean, sure, why not." Dash grins cockly at the duo. The prospect of getting to hang out with some other cool foals is one the rainbow maned filly finds extremely appealing.

"Alright class. Now I want to you all to run back here. This time keep your wings up to the side as if you were gliding."

Dash crouches down in position, ready to charge with a massive grin on her face.

"Alright, go for it."

They gallop back towards their waiting teacher

They do so once more, further complements flying the cyan furball's way. Dash laps it all up, enjoying the spotlight thoroughly.

They complete yet another set of exercises. The cocky multi-coloured filly remains top throughout the whole thing, eventually spinning around to see Fluttershy trailing at the back. The poor shy filly wears a downtrodden look upon her face that drives a stake through the daring filly's fun.

Dash canters over to the downtrodden young pegasus, a look of worry on her young blue face. "What is it Fluttershy?"

The shy filly doesn't even meet her gaze, "nothing…"

"Oh. Okay then. Hey, wasn't that awesome?!"

Rainbow receives a shy nod in confirmation.

Throughout the rest of the lesson Rainbow Dash continues to gather a following as the class enjoy her showing off. The only pony not taking part in her ego boosting is her best friend Fluttershy who became more and more depressed the whole time.

* * *

"Wasn't that totally cool?" Rainbow Dash bounds across to her lonely friend, a pack of other youngsters following the self centered young pegasus. "Best lesson ever!" She wraps the near tearful filly in a big, bold hug.

The egotistical filly turns to the small crowd. "Everypony. This is my best friend Fluttershy. Say Hi everypony!"

Silence met the speedsters energy. A silence that made the shy filly want to run and hide, she knew no welcome would ever be forthcoming.

* * *

The next week passes in a blur for the young Rainbow Dash, yet drags on forever in Fluttershy's world.

Never ever does a day goes by where Dash doesn't wind up deep in trouble of some sort. Their teacher quickly learns to keep a watchful eye on the prankster, who is more than willing to dish out a few side surprises to the initially unwitting mare. Often Dash ends up serving after-school detention, further separating the bold filly from her best friend. Despite all the time out, nothing seems to cool the hot headed youngster off and no pony ever slows her down. Of course, the only one truly worried is Fluttershy, but even she didn't have much chance to voice her concerns.

The bold filly became undoubtedly popular. That in itself wasn't so bad, at least, for the most part. Fluttershy was glad that her friend is getting some attention and recognition for her skills, that much she deserves.

It just comes at the price of Fluttershy herself being left in the dust. Always. Rainbow Dash is always hanging out with her followers, always going out there and showing off. Whenever the yellow filly tries to approach her, the showoff is always too busy, or fails to hear her. Further days stretched into the longest week of her life. Each night the shy, distraught filly puts herself to bed well before her bold friend can burst into the room and spot her in such poorly condition.

On this particular day, the very same thing was coming to pass.

Fluttershy hunkers down by herself in the playground near the puffy classroom blocks, watching as Rainbow pulls little tricks to her followers. It hurts to watch, considering it was always 'their' thing, without a huge audience along with her. But what right does Fluttershy have to complain? No such right or chance.

She just can't believe they had a chance to watch her awesomeness, to hang out with her whenever they wanted. A privilege she is clearly slowly losing. But Fluttershy isn't like them, no wonder.

'Am I...not good enough for her anymore?' The sad creamy yellow filly thought, pawing at the cloud ground. 'Doesn't she want to hang out with me anymore? ...Of course not. I'm nothing like her. Nothing like them. I'm not cool, I'm not daring, I'm nothing. I'm just pathetic, shy, weak, lonely Fluttershy.'

Feasting her teal eyes over at her friend, her only friend. Her friend, now moving on to bigger, better things.

But she wonders sadly to herself.

Do those friends care? Did those friends really like her? Did those friends help her? Did those friends make her smile? Would they be there to cuddle her when she had a bad day?

Fluttershy picks herself up. She was getting nowhere with this. Standing up, she trudges away, sadly, with no more options. All she can do now is leave, leave to avoid the pain of loss. Her world is like an emotional desert and she felt trapped in the middle. So alone, more than she ever had ever been in her life. It was indeed lonelier to lose the perfect friend than to have never had one in the first place. She hangs her head as she plods along, tears of pain leaking down her delicate yellow face.

Drip, drip, drip.

A small trail of sadness makes the path of the outcast as she makes her way to her room to cry away the rest of the day. Forget the rest of lunchtime. Forget afternoon class. Her tummy rumbles, but the plea for food goes unanswered. There is no point in anything anymore.

* * *

Later on, as the hour of twilight draws to a close, Fluttershy sits alone in the shared room, completely miserable. She pulls her head out of her tear-stained pillow. What is she going to do now? They are still sharing a room, even after a week apart. But what can it all mean now? Where can it possibly go? Fluttershy not only felt saddened by that, but worried. Despite how uncaring the speedy filly had seemingly become, she was always back by now.

Was Rainbow okay? Was she going to make it back just fine? Or worse, what if she would indeed transfer to another room to get away from the borning shy filly? What if being near Fluttershy going to harms her newfound popularity?

Sighing, feeling as if Equestria is on her shoulders, Fluttershy lies back down on her bed stretching out her lanky limbs. She was always powerless, but right now, she doesn't just feel powerless. Fluttershy feels defeated. Her muscles ache, her heart low, her eyes watering with tears, it was all too much for her. Was she ever going to get her friend back?

Further waterworks arrives and the room swims in a river of desolation. She faceplants into her pillow. Why can't things go back to how they were before that fateful flying lesson?

The door opens, interrupting her saddened reverie. Unable to help it, the timid pony sits right up, ears perking. Her eyes trail to the door, seeing Rainbow Dash slowly walk in. She looked as eager and proud as ever, wearing a confident smirk upon her features.

"Rainbow! Where...have you been?" Fluttershy manages, her voice soft, laced with worry.

"I was just hanging at the park with the gang, that's all," Dash scoffs, staring at her weirdly. "Why does it matter? I was going to come back soon, I was just a bit late! Lost track of the time." The speedster attempts to brush the issue of time aside.

"...Of course," Fluttershy mumbles, her voice flatter than she intended.

"Jeez, what's got your feathers tied in a knot?" Dash begins to trot towards her first friend, curious to know what is wrong, irritation writing itself across her features. "I'm FINE, Fluttershy."

Sighing, Fluttershy just lies back down again, looking away from her, "At least you had fun with your...friends."

Dash frowns, a little confused by this point, "Fluttershy, what's your problem? Why are you all upset? I didn't get into any trouble, honest!"

The yellow filly doesn't respond, sighing through her nose, casting her gaze away from the other little pony. Not one who enjoys being ignored, Dash practically marches over to the bed and flies up onto it, landing next to her friend.

"Fluttershy, why are you so mad?" Confusion continuing to etch itself across her face, turning it into one of care.

Again, Fluttershy fails to answer.

"Fluttershy?"

Nothing.

Dash's eyes narrow warningly. "Fluttershy..."

"Just...leave me alone..." Fluttershy whimpers, hiding behind her mane as fresh tears pool in her pretty little eyes.

"What?! Why would I do that?!" Exclaims the surprised cyan filly. "What's going on?! Why would I do that?"

Sniffling, Fluttershy just buries her face in her hooves, making incoherent babbles.

"Will you talk to me?!"

"Why?!" Burst the upset Fluttershy as she finally turnes around, sad and passionate tears running down her face. She wasn't angry, just really upset. "Why would I when you won't talk to me anymore?! If you don't...want to be my friend anymore...j-just say so!"

Eyes going wide, Rainbow Dash is taken aback by her shyer friend's passionate outburst. She has seen this side of her. It is strange to think that such a shy, quiet, soft-spoken filly like Fluttershy actually has such fire power. For whatever reason, Dash feels a strange tingling of excitement that sparked inside her heart, coursing along her chest and muscles. Whatever it was, she actually kind of liked it.

But now wasn't the time for that.

"Fluttershy..." Dash begins, faltering. "I don't want that! Why would you think I didn't want to be your friend?"

"You have far better friends! They're much cooler, much more interesting and daring than...than me!" Fluttershy wails softly, crying harder. "Just go...you don't have to worry about my ruining your coolness. You don't need me... So...I'll let you go. You're free. You don't have to worry about weak, pathetic, stupid-"

"STOP!" Dash yells, her voice ringing louder than she intended, but it doesn't matter. She just...couldn't bear to hear that. Fluttershy has problems, sure, but that doesn't mean she has to tear herself apart like this. For whatever reason, it felt worse than if Fluttershy had said that to her. A lot worse. "Fluttershy, stop saying stuff like that...! You're my friend, too! Just because they are doesn't mean you're not!"

"You don't get it, Rainbow... I'm not like them, I never will be...! I will only slow you down. That's all I've ever done..." Fluttershy whimpers, sniffling.

Shaking her head furiously, Dash places her hooves on Fluttershy's shoulders, gently shaking the taller filly just a bit. "Fluttershy, stop it! That's not true!"

"Yes it is! I just...Rainbow, please. Just make it easier for yourself. You don't have to be my friend, you really don't. I...I'll understand..." The shy filly turns her gaze downwards.

"No! Fluttershy...! I don't CARE about any of that! I want you there with me! You're my best friend!" Rainbow near-shouts, tears pooling in her eyes. Realizing this, she pulls away, wiping her eyes, quickly, "I don't want to stop being your friend! Those guys are cool and make me feel awesome...but...Fluttershy, I still want you there with me! I can't explain it! I can't even say it! I just...I don't want to stop being your friend, okay?!"

Looking to her with wide, teary eyes full of suprise, Fluttershy is left speechless. It never occurred to her that Dash actually felt this way about the situation, about her. That an end to their friendship would hurt the cyan filly just as much, if not more, if they stopped being friends. Why had she not thought of it that way? Did she really expect Dash to be so eager to end their friendship?

Heart falling, Fluttershy hugs her best friend tightly, trembling a bit as fresh tears and sobs escape. Taken aback, Dash all but softens, hugging her in return. If any of her followers saw this, yes, they wouldn't find her nearly as cool, but she couldn't care less about what they thought right now. Neither of them here would, those ponies would never know about this. It was between just her and Fluttershy. Nopony else. It was the Flutter and Dash Club, no members allowed except Fluttershy and Dash.

"I'm sorry..." Fluttershy murmurs, she pulling away, looking to her best friend tearfully. "I didn't want to lose you...but..I also...didn't want to hold you back. You do have an image you want to maintain, and I-I understand..."

"I know, I know! I'm Dash and I'm awesome!" Rainbow Dash grins, the moment of confidence fades quickly and she grows softer once more, "I'm sorry I made you feel left out, Fluttershy. I just... just. Ah... why's this so hard?"

"I-it was one week..." Teary cyan eyes glisten in the darkness, pleading to her bold companion.

"I know... But... that doesn't make it any easier!" The speedster rages at herself.

Having since let go of her friend, Fluttershy rubs her hooves together nervously. But then, she smiles softly, holding her forelegs open in an invitation for a hug. "Would...this help, Dashie?"

"Okay. Just for you, Flutters." Wearing a smile upon her cyan face the bold filly wraps her friend in a joyful hug.

A tiny squee of happiness escapes the bigger filly who feels herself fill with joy at the heartwarming contact with her best friend. The two fillies hug for some time, cherishing the embrace. Even Dash can't help but feel such a happy feeling course to her heart. It is strange how Fluttershy can do that to her, but for once, she doesn't care. It feels nice to be able to share this kind of thing with her.

"Dinner time!" The sound of one of the teachers rings out along the hallways startling the two content friends.

Rainbow removes herself from the embrace she shares with her shy friend. The happiness of the moment remains despite its premature end.

"We should probably go have some food. I'm starving."

Fluttershy giggles at this. "You're always hungry, Rainbow."

The athlete bumps her flank against her friend then swaggers toward the exit. "No I'm not!"

"Yes you are." Fluttershy galops after her, her previous pain forgotten.

The excited filly leaps upon her friend and hugs her back.

"Hey! Not in the hallway!" Dash rolls on her back, fighting her fellow filly off, giggles escaping from both parties as they enjoy the pre-dinner playtime.

The rainbow escapes her pink maned captor and races off with Fluttershy in hot pursuit.

They charge into the dining area. In her haste Dash crashes into a table, somersaulting through the air. Almost immediately, Fluttershy swoops in and grabs her best friend from behind, full of giggles and smiles. Despite the commotion, nopony is paying much attention. It was just two fillies having silly fun with each other, nothing strange.

Rainbow is pretty much ready to chew her friend out for doing this in public, especially right now, but she can't bring herself to do that. Not with how happy Fluttershy is, after what had happened earlier. Instead, Dash feels completely melty.

"That was awesome Fluttershy! Now what do you want for dinner?"

The bold filly pushes into line dragging her friend with her. Her normally shy companion is too elated to attempt to back away now and allows herself be led to the front without question.

"Um... Dash?" the bold youngster passes her companion a serving tray, appearing to ignore her inquiring look.

"Come on, Fluttershy." Dash proceeds to busy herself, filling up her tray in a matter of seconds.

She bounds across to a lone table and plonks her try down. Slipping into her seat she energetically pats the seat beside her, indicating the magic spot to Fluttershy.

The meal passes without any fuss. Both enjoy the simple bonding moment between friends and regale each other with short stories, each time Rainbow Dash just has to have the better tale. Despite the small accumulated fan base Rainbow devotes most of her attention to the pony she owes so much to after a short week of meeting new ponies.

* * *

After dinner, it was already getting to be a little bit late. Taking the long way back to their room, Rainbow Dash and Fluttershy walk along together, side by side. Practically glued to each other, to which, Dash for once just doesn't care. She's just glad to have her best friend back, and vice-versa.

Fluttershy is, meanwhile, just completely grateful for the turn of events. She can't help but wonder if maybe, this is bringing them closer together? It sure feels that way. Especially since, on the way back to their room, Fluttershy decides to...offer little nuzzles. Test the water as such. Elation fills her as the strong multi-coloured filly returns each one!

The two youngsters slip into their room, still bound together by apparently magical forces. Okay, that as very silly, but it sure does feel as if that were the case. Regardless, even as they came into the room with the door closed behind them, it was getting increasingly harder to separate. Even Dash is just unwilling to do so. But it was getting late, and they know it's a good time to get ready to go bed.

With that, Rainbow Dash goes into the bathroom to brush her teeth, as per usual. Fluttershy eagerly joins her, unwilling to leave her side. The two fillies now brush their teeth at the mirror, side by side, just as they did almost every night before the big flight lesson. Dash finishes first, rinses, then traverses back into the bedroom. Moments later, Fluttershy does as well, heading to her own bed.

Both fillies now rested, not sleeping yet, just relaxing as they hope to soon be claimed by the wonders of the Sandpony. However, it is chilly tonight, even for a night at the end of the summertime season. Dash especially feels it as she shivers a little bit, already unwilling to sleep like this. But what can she do?

Glancing down at Fluttershy, she can see the creamy yellow filly laying on her back, looking as relaxed as can be. How is she able to relax like this?

Suddenly an idea pops into the cyan filly's head. A warm, cuddly idea that on any other night would cause the speedster to gag. However gazing over at her friend, she just can't help but entertain the thoughts of how nice it would be to warm herself up, just a bit.

Throwing caution to the wind the rainbow picks herself up and stealthily wanders over to her friend's side. She smiles down at the peaceful look upon her friends face as it melts her world. The athletic filly hesitates for a few more moments before taking the plunge. The sky blue plush ball slides into bed with the gangly yellow form, planting herself on top of the bigger filly. An explosion of warmth rocks her world. She snuggles into the lanky heat source relishing the soft touch of the filly beheth her. Fluttershy's eyes flare open in surprise, confusion filling her pretty little face. All that disappears in when she sees the radiant smile worn by the one on top.

"Awwww... " at the adorable sight, Fluttershy simply can't help herself. There can't possibly be anything cuter than her little blue pony friend, all cuddled up against her, what with how small she was compared to her own lanky form. Oh, it was too adorable!

"Awww... Oh, Rainbow..." Fluttershy cooes sweetly, stroking her friend's mane, "You're so cute like this."

"Cute? You mean awesome!"

"No Rainbow. You look cute." She nuzzles her blanket of a friend who giggles back. They rock around in bed for a few moments, allowing the laughs the two settle down for a good nights sleep.

Suddenly the night doesn't feel so cold. Dash isn't even sure if the most warm, fluffy, wool blanket could be warmer than where she is right now. Nopony would ever have thought that snuggling was actually so cozy.

Under any other circumstance, the daredevil filly would never let this slip. Ever. It was even slightly embarrassing to think about. But for Fluttershy, she is all too happy to partake. After all, it seems to make Fluttershy feel happy, so why not?

Even the shy filly herself feels a little bit warmer...


	8. Chapter 8: Fresh Enemies

Two little fillies sit together in their room on an early Saturday morning. Between them lies a game of Battle Clouds, pretty much considered Dash's favorite game. A grin overcomes Dash's face as they begin, ready to win.

"Cloud Nine!"

"Miss! Cloud...six?"

"Aw man, you got me! Cloud four!"

"You sunk my boat... Um...cloud three?"

"Darn it! Got me again! Cloud five?"

"Miss! Cloud ten?"

"Got me again!"

* * *

"Okay Fluttershy. That's enough." Dash throws her cloud down in defeat. "You got me again."

Noticing her friends darkening attitude Fluttershy tries to change the cyan filly's frame of mind. "W-what would you like to do now Rainbow?"

A grin overcame the cocky fillies face. "Well... how about we go do something exciting, like explore town?"

"Um... b-but we tried that last time and well... you know..." She trails off.

"Hey come on. I promise you we won't get lost this time." The cyan filly picks herself up, preparing to leave.

"O-okay. Where do you think we will go today?"

"If I can find it, I'll take you to the Rainbow Factory where my dad works!" The bold youngster giggles as memories of her last prank flood back into her head. "Come on Fluttershy. It'll be totally cool!"

"Um... okay." The yellow filly quietly responds.

The shy pony allows her friend to hoist her to her hooves. "Race you out the gate." Rainbow Dash offers, a grin on her face.

Fluttershy follows with a sense of reservation hanging over her. After the last trip went so badly, she feels unsure about what might happen this time. Spotting the rainbow tail disappear around the corner she snaps out of her thoughtful dilemma. Putting on a face of determination, the shy yellow filly takes off after her energetic companion. Rainbow makes it around the nearest corner, only to have her more reserved friend pounce on her. The two youngsters roll around the corridor giggling.

Dash disentangles herself from her friend, bolting off.

"Catch me if you can!" The rainbow tail disappears around the corner. Fluttershy takes off in pursuit, determined to keep her friend in sight.

Out the gate and into town, two young fillies gallop. Fluttershy follows her friend faithfully everywhere they go, sticking by her side as the bold little pegasus investigates.

"Right! I think it was this way Fluttershy!" The gangly little pony smiles as she follows her friend. Up ahead, the blue little pegasus rounds a corner and freezes. Her unsuspecting friend barrels into her and the two form a filly pile upon the ground.

Despite the suddenness of the contact, Fluttershy hums contentedly, enjoying the moment for what it is worth. Mixing limbs with her best friend in public gives off the warm fuzzes the shy filly finds it easy to forget the location, concentrating instead on with whom she is sharing the cuddly moment with.

Although she finds herself enjoying the moment, the tangle of cyan and rainbow spots something. That something is enough to send panic through her young system. She worms out of the impending cuddle, pulling her companion up too.

"Quick. Quick. Get back." Dash bolts back around the corner, dragging her stunned friend with her.

"W-what's going on Rainbow?" The creamy filly asks in a very timid sounding voice.

"It's just a bunch of colts that beat me up back where I live. If I go out there, I'm toast." The fear rings clear in the bold defender's voice.

Fluttershy's eyes go wide in shock at this, somepony actually wants to harm her best friend?

A little yellow head pops around the corner as Fluttershy takes a peek. Spotting a tough looking group of older colts she withdraws her head, releasing a frightened yelp.

"A-are those rough looking ponies them?"

"Yes. They were a right pain in the flank back home. No pony else would ever do anything about them." Rainbow Dash replies, feeling a sense of embarrassment wash over her from admitting weakness.

The cyan muzzle of the bold pegasus sticks out. "But what they are doing on this side of town?"

"I don't know Rainbow..." The yellow filly wriggles closer to her friend and protector, slowly calming her panicking system down as the warmth from the other pony washes over her.

Two sets of filly eyes watch as the trio of trouble maraudes around the large marketplace. Dash can feel her friend shanking. She moves closer wrapping the frightened filly up in a hug. "Just stay here. I'll keep watch." Fluttershy gives her a nuzzle in response, too afraid to speak.

Tense moments pass as Fluttershy does her best to not quiver in fear too much. 'Where are you Rainbow...? I do hope you aren't hurt.' A few moments later the pain of waiting becomes too much for the frightened filly and she finds herself drawn too peek outside once more.

A multi-coloured ball of plush barrels into the hiding spot, with a small 'eep' of fright, Flutershy finds herself under her best friend. "Rainbow! Ar-"

A cyan hoof covers the filly who is wearing a look of surprise upon her face. "Sshhh! Sshhh!" Rainbow Dash slowly extracts herself from the filly below her. "Sorry about that Fluttershy. They nearly saw me. But I got away." She grins brazenly, proud of her own efforts.

"Oh Rainbow, I was so worried about you." The creamy yellow pegasus throws her hooves around her friend, bringing the other filly into an embrace.

Mild shock passes across Rainbow Dash's face, she does not hug back. "Um... okay. I was only out there for a little. You don't need to worry so much Fluttershy. I'm always fine." She grins confidently at her larger companion.

"Okay... Um... Do you think they have gone yet?" The shy young pegasus pulls back, tossing a cautious gaze towards the outside world.

"How about I go take another look?" The bold filly creeps towards the exit, ready to pull back with a moments notice.

Her little head pops out and a grin fills her face, unseen by her friend.

"A-are they gone?" Fluttershy couldn't keep the nervous tone out of her voice.

"Yep! Let's go before they get back!" Rainbow Dash grabs her friend, barreling out of the cover, ready to continue her search for her father's workplace.

* * *

"Hey Fluttershy! Look where we are!" Rainbow gestures to the building ahead of them.

The building is majestic, a centerpiece of Cloudsdale, being none other than the acclaimed Rainbow Factory. The very place that all of Equestria's rainbows are made in just the right kind of spectrum of colours and beauty. Fluttershy feels a sense of awe wash over her, having never been this close to the Rainbow Factory.

"That's amazing...but why are we here?" Fluttershy queries.

"Dad works here, of course!" Rainbow declares, grinning. "We're gonna go inside and look around!"

"Your...your father...works here?" Fluttershy's eyes go wide at this reveal of information.

Dash nods, already leading her toward the entrance. "Yeah! He's one of the big bosses of the factory! Best of the best, if you ask me! It's a tradition in our family to work at the Rainbow Factory! Dad's a real lazy old thing, he just lives for work and my Mom... Eh, it's still awesome! One day I'm gonna have a kid of my own and call her Spectra when I work there!"

For whatever odd reason, the thought of Rainbow Dash one day getting married to a stallion and then having a baby is actually very unsettling to Fluttershy. She isn't sure why, it didn't make sense. That was far into the future, wasn't it?

It doesn't matter. The shy young pegasus puts such thoughts out of her mind, content to follow her best friend to the Rainbow Factory, feeling a mix of excitement and nervous all at once. Having never been there, she doesn't know what to expect. Then that hit her. Rainbow Dash is the daughter of one of the workers of the factory? One of the big bosses? She has to admit, while it was unsurprising, given that her name was Rainbow Dash, many would think that she was somehow associated with the factory. But to be a young pegasus in Cloudsdale with that kind of status?

So many fillies and colts would want to be friends with her for that.

But, Fluttershy doesn't care about that, not at all. Rainbow Dash is her best friend, no matter who she happened to be the granddaughter, daughter, niece, sister, cousin of. Nothing could take away the friendship they have. It fills her heart with joy knowing that Rainbow did not rely on cheap methods to get her as a friend. All the warm fuzzes make Fluttershy want hug the bolder pony. She feels really lucky to have such a wonderful best friend.

She just hopes Rainbow knows that.

The two approach the front entrance of the Rainbow Factory, to which Rainbow leads Fluttershy inside. However, instead of merely walking in and looking about like she expects, the the cyan filly pulls her off to the side and more or less keeps them along corners and out of sight of some of the workers.

"Rainbow...?" Fluttershy is about to question.

"Yeah..." Dash murmurs, looking to her sheepishly, "We gotta stay clear of some of the mean ponies here. They think I'm a bad little runt and try to throw me out every time I come here. Even if I just come to bring dad his lunch when he leaves it at home!"

"Oh...I'm sorry..." Fluttershy softly murmurs, apologizing out of habit.

"Fluttershy, it's not you who needs to say sorry. Just stick with me and stay tight." Dash announces, trotting off eager to show her best friend the sights.

"O-Okay, Rainbow..." Says a very nervous Fluttershy as she sticks close to her friend.

The two trot along well adorned hallways, dashing into hiding at each and every sign of other ponies. While Rainbow performs with well practiced ease, Fluttershy trails like a blind filly, she really has no idea where she is going. She has never been allowed inside the establishment, always having been told that it was dangerous inside. She finds her small, shy courage start to emerge as her friend guides her into yet another alcove, hiding from a group of excitable looking stallions who walk past as if they are on a mission.

"R-Rainbow... Where are we going?" The gangly filly pokes her head over her friend who gazes down the corridor, scanning for signs of unwanted life.

"You'll see, it's super awesome!" The excited guide replies, glancing up at her friend. "You know... I wish I was tall like you..."

Fluttershy giggles, smiling brightly, "Awww... You'll catch up to me one day, Rainbow! Why, I bet you will be taller than me!"

"I don't want to be a giant..." The cyan filly replies softly, defending her stance on size.

"Really? Then what do you want?" Fluttershy tilts her head curiously.

"Just to be tall. Then I'll be 20% cooler..." She grins at the use of her still new catchphrase.

"Oh..." Fluttershy smiles a bit, leaning down toward her. "At least then I won't have to reach down to..." She blushes and looks away. "Never mind...shall we go?"

"Sure thing." The bold colourful ball of fluff leads off. "You know Fluttershy, you can be really weird sometimes." She grins across at the shy filly, "but your cool."

The creamy yellow filly lets out an excited squeal, giving the little ball of blue and rainbow a big hug. She can't help but feel happy at being considered "cool" by Rainbow Dash!

"Hey... not in the middle of the road. We don't want some bigshot seeing me like this!" Rainbow gently pushes her buzzing friend off, smiling at her. "I did mean it. You being cool."

"Yay!" Giggles a very happy Fluttershy, blushing and smiling.

"Care to catch a rainbow?" The speaker grins back at her blushing friend with a very cheeky look upon her face.

Said cyan pegasus leaps off, jogging along with ease, giving her rainbow tail a good swish, illustrating her point.

The tantalizing rainbow captivates the blushy filly's eyes and she grins goofily back. "Yes!" She chases off after her cheeky friend, taking short leaps and bounds to try and capture the elusive ball of spectrum. "Come back here, Rainbow!"

"Never!" Comes the cheeky filly's cheerful, laughing reply as she keeps escaping her friend. "Catch me if you can!"

The energetic ball of colour sprints along, glancing back at her pursuer, poking out her tongue. She blows a raspberry. This day is going better than she ever expected! Suddenly pain lances through her as she slams into a column in the wall.

A look of panic crosses Fluttershy's face and she puts on a burst of speed to catch her crashable friend. "Rainbow...ar-are you okay?"

The stunned filly groggily gets to her hooves, rubbing the temple of her head with a hoof in a tentative fashion. "Awww... remind me to look where I'm going next time."

"Oh..." Fluttershy nestles near her and gently tries to soothe her aches, nuzzling her. "I'm sorry, Rainbow..." She leans in and plants a kiss on the hurt skull of her friend.

"Fluttershy... what are you doing?"

"I'm kissing it better, silly..." She murmurs back, planting another kiss upon the head of her friend, she time she holds it, caressing the rainbow mane as she does so.

Rainbow Dash blushes and a strange feeling courses through her body, to which her heart pounds. It sure feels odd but nice at the same time. The contact calms her nerves and eases the pain. The light blue filly grins happily.

The shyly smiling filly pulls away slowly. "D-does it feel better now?"

"Yep! Thank you Fluttershy." Dash replies, getting to her hooves and putting all such sappy thoughts out of mind. "Come on Fluttershy. I still have a factory to show you."

Said shy pony nods in agreement, glad that her best friend is okay. The bold filly leads the shyer one as they set out once more. This time Fluttershy sticks within grasp of her friend's tail, ready to yank the unobservant filly back should she find herself on a collision course. As well as to keep herself from getting lost of course.

After a few more minutes of tense walking, the leader holds up a forehoof. "Wait here Fluttershy. I'll be back."

"W-W-What? Wait! W-Where are you going?" Asks Fluttershy, a sense of agitation washing over her once more.

"I need to make sure the coast is clear. Don't worry, no pony can stop me, I'm Rainbow Dash." The cocky filly smiles, appearing far more confident than she feels.

Fluttershy's face takes on a worrisome expression. "Okay..."

A sigh of exasperation escapes the leading filly. She has seen the look on her friend and can't leave without making things right. "Really? That bad?"

"...No, it's just...I don't want you to get caught, Rainbow..." Fluttershy murmurs.

"Fine... come on scaredy filly... follow the awesome rainbow..." The super colourful filly grins mischievously.

"...No, never mind. I'll wait." The shy filly sits down on her haunches, ashamed of herself. 'I don't deserve to be cool if I'm just a scaredy filly all the time! I have to prove to her I'm worthy of her thinking I'm cool!'

"Okay. Um... I'll go check the cost is clear then. If you hear yelling and screaming, kiss your flank goodbye, cause they'll have found me." She continues to grin at her friend who's expression is taking on a look of mortification.

"Please be careful..." Fluttershy whimpers.

"I'm always careful." The smart reply drifts back from the overconfident filly as she strutts off to scout.

Swallowing, Fluttershy sits back and watches her go, feeling anxiety and fear overcoming her senses.

Tense moments continue to pass by like water flowing under a bridge. Fluttershy begins to kneed the hard clouds underhoof, 'where is Rainbow Dash? She should be back already! I knew I should have gone with her... Oh Fluttershy, how could you abandon your best friend like that? All just for the sake of still looking cool in her eyes? How could you be so selfish?! Rainbow Dash! Where are you? I'm sorry! I'm not cool, I never was! I don't deserve to even call myself your friend...'

"Back!" The soft cocky call makes Fluttershy just about jump out of her skin.

"Rainbow!" Fluttershy quietly squeals. "Don't do that... you frightened me!"

"Oh-c-come on...really?"

"You were gone so long... and then... you scared me when you just.. appeared again." Fluttershy whimpers, gaze downcast, ashamed at her own weakness.

"Okay...Fine. I might have almost got myself caught by Mr Meanie pants himself. So it kinda took a little for me to-"

Almost immediately, the cyan filly finds herself caught in the golden hooves of her companion, who is now shaking and almost crying.

"I'm sorry, Rainbow! I'm sorry...! I should have gone with you! Oh, you were almost caught! I can't let that happen anymore! Rainbow...!" Fluttershy whimpers, crying into her neck. "I don't want to lose you...!"

The bold speedster sighs, patting her friend's back. "It's okay 'Shy. They couldn't catch me. What are they going to do, turn me into a rainbow? I've already got a matching set."

"I don't want you to get in trouble...and I don't want to lose you...you're the only friend I have..." Fluttershy near-sobs, whimpering.

"You're the only friend I have too, Fluttershy. There's no way I want to loose somepony as awesome as you. This is why I really had to take a look before I took you in there. You don't want to see my dad angry and today... well...he was mad. Shouting something about the latest shipment of something not being in on time."

"...Oh..." The creamy yellow filly sniffles, pulling back a bit to look at her friend. "I...I understand..." She nuzzles her companion, sweetly.

"Come on... I'm awesome, I'm also your protector." Rainbow Dash puffs out her chest proudly.

"...Thank you..." Fluttershy giggles, looking happy again. "...Um...you...you think I'm awesome...?"

"Yep. In a 'special' kinda way. As long as I have you those bullies can just go buck themselves." The bold filly confirms, grinning.

Despite her use of inappropriate language, an undeterred Fluttershy squeals with happiness and tackles her best friend again, snuggling her.

"Hey...get off...stop...!" The strong young pegasus falls into soft giggles under the sensual assault of her friend.

Fluttershy pulls away, smiling. "I didn't know my Rainbow was ticklish..." She giggles, moving in once more.

The laughing ball of cyan plush tries to tickle back and the two quickly fall into a small but full on tickle war.

"Lemme go, you mushball!"

"Hee hee! Nooo!" Fluttershy giggles, tickling her small friend with her hooves, planting butterfly kisses along her face.

The two roll around in a tiny ball of colour and filly, tumbling out of their hiding place and into the hallway beyond. Eventually they stop, with Rainbow pinning Fluttershy to the floor with a big grin on her face.

"Gotcha, Fluttershy!" She giggles, winking at her.

"Yes..." Fluttershy giggles back, licking her protectors face, buzzing with barely containable energy.

"Rainbow Dash! I told you not to sneak into my factory." The angry tone of Blaze rings out.

Both fillies freeze.

"Yes dad..." Rainbow slowly, almost fearfully turns her gaze around to face her father.

"Follow me. I'm taking you back to school this instant." He orders, advancing towards his frozen daughter with an angry expression upon his tired face.

"W-Wait!" Fluttershy squeals, holding out her hoof.

"What is if young filly? I don't have all day..." He stares strongly down at the pair.

"Please...it's not her fault. I...I was the one who asked Rainbow Dash into coming here to the Rainbow Factory..." Fluttershy utters. "Please don't blame her...it's my fault...me... Just please don't take her away..."

"Rainbow. Come with me. Other filly. You two. This is not a place for youngsters like yourselves. And get off her, Rainbow Dash, you're not gay."

Dash blushes and does so, despite finding that she misses the warm feeling of her friend's embrace. "H-Hey! She's my best friend, dad! I'll cuddle her if I want!"

A further look of annoyance crosses the stallion's face as he digests the latest point. "Great to know you're making friends. At least we sent you all the way across town for something... Come on, I don't have all day." He gently pushes the pair onto their hooves.

Silent, the two fillies follow Rainbow's stern father towards the entrance of the factory.

"Daaaad... You can go now... I know the way out." The bold filly complains.

"No. I am going to make sure you two leave the factory and that I see it with my own eyes. I won't have you sneaking back in just because I let you two go," Blaze responds unwilling to give his child any ground.

"Fine..." The cocky filly sighs, giving up on her useless crusade. As much as she would enjoy continuing with the argument, she knows it would only go south from here. Her energy can be better spend on other things.

Fluttershy looks at her friend sadly before gently nuzzling her as she walks closer against her.

The receiver of the shy filly's affection turns a thankful gaze to her comforter, allowing herself to be led to the front door without any further complaint.

The trio reach the entrance to the factory and Blaze waves a hoof at them. "Now go... or do I need to walk you back to school as well?"

"No, Dad...we'll go ourselves," grumbles Rainbow Dash.

"Good." The stern parent turns away. "At this rate I'm not going to get to see my daughter walking down the isle..." He laughs, starting his trek back to his office, enjoying his own joke. "Now this I need to tell your mother about..."

Rainbow growls, scowling down at the ground.

"Sure he could..." Fluttershy says cutely, smiling at the thought.

"No. He's probably meaning that I would be the one standing at the front. But I'm a filly, I thought that was the colt's job..." She scrunches her face up in a ball of confusion.

Fluttershy thinks about that and giggles. "Oh, then he means that the groom is at the altar, the bride walks down the aisle."

"Yes Fluttershy. It's not funny..."

"No, it isn't...um...but Rainbow...I think...you would make a beautiful bride..." Murmurs the creamy yellow filly, smiling with a blush. "The most beautiful bride ever..."

"Me... no way. I'd simply kill everypony there with my awesomeness." Rainbow replies boastfully.

"Okay...then...the most awesome bride ever... Hee hee...if I were a colt, I'd be your groom..." Fluttershy giggles.

"No you wouldn't. I think you'd make a much nicer bride Fluttershy. So, I'll be the groom! You can be the bride! You'd wear the dress better than I would!" Dash wraps a forehoof around her companion, walking boldly off.

Two giggling fillies walk off, laughing at their little joke.

Fluttershy starts to head off to the school but finds her bold companion hampering her progress, steering her away with a forehoof till it falls off the larger filly.

"Rainbow...what are you doing? The school is over this way."

"That way is boring! Lets go do something cool!" The cheeky speedster pounces upon the larger pegasus.

The pair of youngsters roll around on the soft road, giggling and calling to each other as they roll around in a small filly ball of colour and sound.

"Rainbow...noooo! We have to go back! Hee hee!" Fluttershy giggles in spite of what's going on.

"No we don't!" Dash calls back, moving her hooves lower to tickle her joyful companion.

Fluttershy gives into laughter, allowing her assailant to overpower her. The stronger, smaller filly wins the small play scuffle, plonking her friend on her back and sitting on the yellow tummy that presents itself. "You're nice and warm Fluttershy. Why don't we just camp here?"

"Th-That's silly, Dashie..."

"Right, then I'm taking you someplace awesome then. Lets go!" Leaping up, the strong-minded youngster leads off through the sparsely crowded streets.

"W-Wait!" Fluttershy chases after her. "Rainbow! Wait! Where are we going?!"

"I don't know! But that's part of the fun!" The cheeky leader calls out as she continues to gallop off.

"Don't go so fast!" The creamy yellow filly yells, trying to keep up with her.

"You can do it Fluttershy! You're bigger than me!" Encourages the bold little pony as she continues blindly traversing the city streets.

Fluttershy pouts as she keps on trying to gain speed. "But...you're faster than me!"

"Come on... have some fun!" Elation shows clearly upon the speedsters face as she swerves around several older peagasi on the street, pausing to get a good look at the cute bundle of pink and yellow that is trailing her.

"Come back here!" Fluttershy squeals, still giving chase.

Rather than rushing off, Dash lunges towards the following filly, tackling her for the second time and rolling under a set of tables as adults stare on at the display of craziness. The pair tumble around, between the hooves of older ponies before crashing into a lamp post. "Awwouch!" Dash yells, briskly rubbing the back of her head.

"Rainbow!" Fluttershy cries, worried for her friend, holding her in a comforting way. "Oh, Rainbow! Are you okay? Oh, are you hurt?"

"I... I'm fine..." Cyan hooves continue to scrub the back of her own skull, trying desperately to dissipate the pain.

Seeing that she clearly wasn't, the creamy yellow filly gently bends Rainbow's head and rubs it along with her mane. She then proceeds to lay gentle butterfly kisses along the sore spot to soothe her. "There there, my Rainbow..."

A nearby mare snickers loudly. "Two very cute young lovers I see. Can I help either of you?" The stranger makes her way over, bringing herself closer to the two crashable fillies."

"No. We're okay." The bold cyan defender places her friend behind herself in a defensive fashion.

"Yes!" Fluttershy says, panicking. "My friend is hurt! She hit her head!"

"I'm fine Fluttershy." Dash insists, doing her best to hold her injured head and drag her companion off.

"No you're not!" Protests the worried filly.

"I'm fine. Lets just get out of here." Dash throws a warning glare at the mare who is offering the pair help.

"Are you sure you two don't need anything?" The mare sighs.

"Yes, we do! She needs help, please!" Fluttershy pleads.

"Well... does she want it?" The stranger leans in, motioning towards the cyan speedster who does not want to be here.

"N- ... Fine..." The sore filly sighs, conceding as she catches the pleading look thrown her way, curtsey of her shy companion.

Relieved, Fluttershy nuzzles the smaller filly and snuggles her, doing her best to reassure her. The mare who is offering help slowly moves in toward the pair.

"Don't worry darling. I'm sure I can help you." The gangly filly reassures her reluctant friend, reaching out to check the damage.

"It looks...like she hit the back of her head..." Fluttershy whimpers, more worried for her friend than ever.

The kind mare smiles at the shy filly. "Your cute fillyfriend will be just fine dear. Once I've taken a look, I'll see if I have anything to treat it with."

"Are...are you...a doctor?" Asks a very hopeful Fluttershy.

"Nurse... yes..." The caretaker replies, carefully examining the sore spot.

"Not...cute...not...fillyfriend..." Mutters a very annoyed sky blue filly, crossing her forelegs over her chest, scowling as she allows the mare to do her work.

"Don't be rude, Rainbow..." Fluttershy whispers to her companion, rubbing her back in comfort. "There there...you're going to be okay." She smiles, kissing her forehead.

The multi-coloured ball of annoyance glowers back at the two, slowly melting under Fluttershy's care. All the while, the nurse pony continues to examine Rainbow's head wound, taking out a cooling pad she had in her saddlebags and carefully holding it against the sore spot.

"It seems that your injury isn't severe," the nurse pony tells her. "Just keep an ice pack on it as much as you can. It will leave a bruise, but by the looks of things, no further damage."

"Thank you." Fluttershy feels relief flood her system "I'll make sure she takes care of herself."

An audible groan emits from the smaller filly as she realizes what this is going to entail.

"Come on Rainbow... Let's go back to our room and get you fixed up." Fluttershy lights up. "I'm sure I can help you find a wonderful ice pack." She nuzzles her friend who is continuing to fill with embarrassment.

"...Fine..." Rainbow moans with defeat, knowing that her best friend isn't going to give up. Regardless, deep down, she feels a strange sense of warm comfort from Fluttershy's caring ways. If it had been anypony else, insisting that they go back she would not have listened at all.

Fluttershy thanks the nurse pony, then leads her companion off toward the school. Neither of them say a word, they just walk along, practically glued to each other's sides. The throbbing pain in Dash's head causes her to cringe and oftentimes groan in discomfort, to which Fluttershy usually gives her nuzzles and licks to her cheek in order to assure her.

They reach school and the filly with the red cheeks pulls her caring companion to the side. "Look, Fluttershy... Um..." She rubs the back of her head, doing her best to articulate her feelings over what is going on. "C-can you just keep the cute cuddly stuff on the down low. I don't need the other fillies and colts thinking the coolest pegasus alive is...well... uncool."

A sad face appears on the filly who is glued to her side. "It's okay..."

"It sounds like it's not Fluttershy." The bold filly glowers at her companion. "You want to keep being cuddly don't you?"

"Y-yes... But only if it's okay with you Rainbow." The shy filly draws back, hiding behind her mane.

"Really...?"

"Yes..." The timid youngster does her best to make herself even smaller under her friend's gaze.

"You win... But we have to go the long way round then."

By the time they make it back, Dash's cheeks sting bright red and she thoroughly wishes she can simply disappear. As they head down the hallways to their dorm, she can hear the snickers and whispers from their peers, who are obviously finding this amusing. Dash does her best to ignore them, but it grates on her nerves. To mend the situation, she stands away from her companion and walks a foot away, but still beside her. It does nothing to erase the atmosphere already created however as the snickers continue.

Two social outcasts hanging out together and getting laughed at. How typical. Even Dash, young as she is, could have seen this coming.

Soon as their dorm comes into sight, the young athlete takes off sprinting. Fluttershy nearly panics in response, tripping over her own hooves as she does her best to follow the surprise burst in speed.

The cyan ball of plush collapses on the floor in their room. "That was close. I don't think anypony important saw us."

Going to fetch Rainbow an ice pack, Fluttershy says nothing. All she feels is immense guilt.

The young athlete spots the pack in her friend's mouth and gives it a nervous look. "You know... I'm not feeling that bad..."

"Rainbow..." Chides Fluttershy, "it will make you feel better." She attempts to place the ice pack on her friend's head only to miss and hit a cyan nose instead.

"It's fine!"

"No!"

Fluttershy uses drastic measures by holding the cyan filly down on the bed, on stomach, while she herself straddles her back. She places the ice pack against the sore spot on her head, holding it there.

Halfhearted grumbles float up from the filly on the bottom who promptly decides to make it worthwhile and relax.

"Good girl..." Fluttershy soothes, nuzzling her ear gently.

"How long will this take Fluttershy?" Dash grumbles.

"You don't like it?"

"I never said that..."

"Well, I'll keep it here for a while until it becomes less cool. Then, I'll put it in the freezer for a little while so it can be cool again. Then I'll find a strap to hold it to your head," Fluttershy explains.

"I'd take you over some strap. At least you're nice with me." Dash replies, wrapping her forehooves around her companions, holding her in place.

A smile overcomes Fluttershy as she lies on top of her, holding the ice pack to her still, giggling softly, "Awww... I'm always glad to help you feel better, Rainbow."

"You just help me get better so that I can be awesome and cool again. Then I can protect you better." This lights up the speedsters face and she grins confidently to herself.

This stuns Fluttershy for a moment as she comes to realize just what Rainbow Dash is saying. Even after the obvious repercussions from their peers, even after all of that, Fluttershy wouldn't guess that her very best friend in the world, still wanted to be friends. "...Rainbow...? You...you mean it?"

"Of course. Why would I lie to my best friend?"

"No..." The creamy yellow filly shakes her head. "I'm just...I...I thought you...were fed up with me..."

"No way." Dash stretches out on the bed allowing her friend to sit more comfortably. "After this we can do something cool in here. I don't want to go outside anymore." She yawns, stretching out further. If it weren't for the cold object sitting on her head, she could go to sleep right then and there.

"...Are you sure?" Fluttershy hesitantly asks.

"Yep. Flying lessons can wait." She grins, content.

"Okay... So...we're still best friends?" Asks the pink-maned filly with hopefulness in her tone.

"Course we are!" Dash replies with certainty. "You'll be my best friend forever. I'm sure..." Light blue eyelids close over cerise eyes. "I could just about do with a nap."

It's all Fluttershy needs to hear. She squeals with joy, rolls the smaller filly onto her back, making sure the ice pack is secured on her pillow where it can still be in contact with the back of her head. In doing that, the ball of shy joy settles on top of her best friend with a hug, and then smothers her face with butterfly kisses.

"Hey...I'm not that sore." Small cyan forehooves wave defensively, trying half heartedly to ward off the affectionate filly on top.

"I know..." Fluttershy says between kisses, smiling, "I'm just so happy! Oh, Rainbow! You're my best friend to the end!" She continues her sweet assault all over her friend's face.

"Who says it needs to end." A cheeky grin crosses the smaller pegasus's face. "I could go on like this forever."

"...Me too, Rainbow...Me too..."

The lazy speedster allows her limbs to fall to her side, eyes closing as she relaxes. The throbbing cold on her skull fades into the background as she lets the cozy warmth from the filly on top seep into her from the belly to belly contact. "You know Fluttershy... For a skinny filly... you're nice and warm..."

"...Really?" Fluttershy licks her cheek.

"Yep. You make a cool blanket. Stay there."

Fluttershy notes the prompt, more than happy to comply.

* * *

Two well rested young fillies file into the mess hall ready for dinner. Rainbow Dash is more than ready for a good feed after her rest and barely contains her excitement as they head towards the counter.

With a shy smile upon her face, Fluttershy follows, hoping that not too many ponies are talking about them behind their backs.

"...Rainbow...? Is...anypony staring...?"

"Of course they are. But don't think of them. They just can't stand how cool I am." The bold filly puffs out her chest.

"...Okay...I was afraid you didn't want to be seen with me anymore..." Fluttershy admits.

"They're just jealous." The cocky multi-colored pegasus picks up a tray, starting her process of selecting what she wants from the food on offer.

Fluttershy follows suit, nodding a little. "Whatever you say, Rainbow..."

The speedy filly pauses, placing her serving tray down for a few moments. "Hey... if you can't stand my awesomeness, then it's okay if you need to leave."

Fluttershy places her tray down, shaking her head. "No! No! ….I don't want to leave you..." She manages to resist hugging her for the moment so as not to embarrass each other. "I could never leave you..."

"Good. Then stop offering." Without stopping to finish selecting her meal, Dash strides off to pick a table away from the bullies.

"But I didn't say that..." Fluttershy mumbles, looking down.

Passing a table where Billy and Hoops are seated, the cheeky young pegasus sticks out her tongue, teasing them. At the returning death glares she trots off laughing in victory to herself.

Moments later, Fluttershy follows suit and joins her.

The two set themselves and Dash promptly gets down to the important task of filling her tummy. Fluttershy once again joins in, albeit at a more sedate pace.

"Rainbow? Is your head feeling okay? We should put the ice pack on it when we get back to the room." Fluttershy asks with concern.

In between mouthfuls the speedeater manages to reply, "I don't need that thing... I'm fine now... See!" She grins over at her shy friend, full of confidence.

"Whats up whats up!" The bold greeting of a fellow class member rings out as said newcomer slides into place beside Dash, shoving her into Fluttershy who squeaks in surprise.

"Hi Galechaser!" Dash turns to face the new arrival.

"Heya, Dash!" Grins Galechaser, throwing a foreleg around her shoulders, completely ignoring the presence of the shy filly who cowers behind her stoic friend.

Dejected, Fluttershy just quietly eats her food once she manages to calm down. Already, she feels like a third wheel, but there is nothing more she can do about it.

"I heard you got thrown out of the Rainbow Factory. That must have been some mean stuff you pulled to get kicked outa there." The grey newcomer continues to hold the cyan filly's attention.

"Eh, long story!" Dash says, waving it off. "Dad caught us, though. Again."

"No way! Your parents work there!?"

"Dad does," Rainbow clarifies. "He's one of the big bosses!"

Turning to the rest of the room, the loudmouth of a colt can't resist sharing the news. "Hey everypony! Dash's pa works at the Rainbow Factory!"

Seeing as she is no longer needed, Fluttershy gets down from her chair and leaves. 'I'll just go wait for her in the room... She'll have more fun without me.'

A cyan foreleg warps around the departing filly, dragging her back. "And where do you think your going, Fluttershy?"

"Yea Klutzershy, don't hit to many things on the way out!" Rings out the taunting voice of some colt nearby.

Fluttershy's teal eyes begin fill with tears as she looks down with sorrow and fright, trembling and trying to get away as quick as possible. She whimpers, trying to break free.

"Come on pal." Rainbow reaches over with her other hoof, overpowering her friend.

"But...don't you want to have fun with your friends...?" Fluttershy whimpers.

"You too, silly. Now sit."

Fluttershy wants to bring up that she feels like a third-wheel when this happens, but the cheeky yet pleading grin of her best friend wins her over. She relents with a silent nod, returning to her seat.

Dash confidently throws a foreleg around her friend's shoulders, allowing other youngsters to crowd around the table throwing questions.

As expected, Fluttershy is left out of the equation completely. Nopony speaks a word to her or even glances at her. The only thing that remains as any kind of reassurance, is that Rainbow Dash did not leave her side or let her go the entire time.

For the bold filly, this is a perfect way to polish off the day, a room filled with fell youngsters, all eager to pump up her ego.

* * *

A buzzing cyan filly bounds into her room, leading her still shy companion in with her. "Wasn't that awesome Fluttershy? Everypony thinks I'm totally cool now. I really should have told them my dad worked there ages ago."

Fluttershy grimaces, "But...Rainbow...then you won't know who wants to be your friend...or just get close to you because of your father..."

"A cool filly needs no friends Fluttershy. Only you." Dash turns to her nervous companion, grinning.

"...What?" Fluttershy looks to her with wide eyes. "...You don't want anymore friends?"

"I've never had any friends. So you're cool. One seems like enough to me." The grin turns cheeky.

"...Neither have I..." Fluttershy murmurs, embracing the over-confident filly. "But you're all I need too, Rainbow..."

The bold one hugs back, murmuring softly in her friend's ear. "Just don't do this kind of stuff in public okay?" She pulls away, a light blush upon her face. "My dad... seemed to go kinda nuts when he saw I had somepony."

"But...we're only fillies...why do they always think we're a couple? I...well...doesn't anypony think that two fillies close together are best friends?" Fluttershy wonders, snuggling her companion.

"It's not that. He just didn't seem to... I don't know...something was getting up his flank. He can just shove it." Dash turns her thoughts away from her family, allowing the snuggle to take over her young mind.

A little sniffle escapes Fluttershy, to which she nuzzles Rainbow's neck gently, "...You're my family now, Rainbow... And I promise I'll always be there for you."

"These holidays I have to meet your mom. She seemed awesome when I bumped into you."

Fluttershy giggles, "Sure! I'd love that."

"Then... I'll take you out to meet my brother." Dash trots over to her bedside, reaching into her small bag of possessions and taking out a small photo of her older brother. "Only photo I need." She boasts. "Someday... I'll be cooler than my big brother and we can both be in the Wonderbolts!" The topic of her heroes fills the youngster with fresh energy. "We would get to see all of Equestria. Showing off to ponies of all ages." She notices the incoming sad face. "It's either that... Or I'll kick my dad out of his Rainbow Factory and make the place... about 20% cooler."

"And I'd be right there to help you, no matter what." Fluttershy promises with a beaming smile, confidence returning once again.

"That's my filly. Do we get to do anything before bed? That nap has left me feeling awesome!"

"Well..." Fluttershy giggles, and then tackles her companion onto the bed, pinning her down.

The ensnared youngster on the bottom giggles back. "Is that how you want to play, is it? Alright! I'll show you how fillies do it back home!" She unpins herself, tickling her friend, quickly asserting her dominance, tickling the laughing yellow filly into submission.

"Noooooo!" Fluttershy squeals, laughing and squirming to get away from her. "Dashie nooooooo!"

"You started it!" Filled with glee, the more powerful youngster continues her assault. "Back home, we never give up, unless we win!"

A laughing, squealing Fluttershy manages to escape. "N-Noooooooo! Hee hee! I made it out!" She crawls over to the corner of the bed, curling up and giggling. "Come get me if you can, Rainbow!"

With a massive grin on her cute little face, Rainbow Dash jumps over, trying to fly through the air like a pro. She winds up crashing in an uncoordinated mess of colorful filly and pillows, leaving Fluttershy giggling in front of her.

"Hee! Oh, Rainbow!" Fluttershy smiles, going over to her. "You're so silly."

"Not my problem these wings don't work properly yet." Dash extracts herself, folding her forehooves in a small sulk.

"Awwww..." Fluttershy hugs her companion, kissing her on the cheek. "That's okay, Rainbow... It doesn't matter."

"Why can't I just be big like you. Then I'm sure my wings would work." Wishfully mutters the cyan filly.

"But my wings don't work at all. It doesn't matter how big I am..." Fluttershy gently rocks Rainbow Dash back and forth in her embrace, nuzzling her.

"Okay..." With a grin resting on her face, Rainbow Dash reciprocates. It looks like it's going to be a warm snuggly evening.

* * *

The last of the suns rays disappear, leaving the cuddling fillies room in near darkness.

The smaller pegasus does a poor job at hiding a sudden yawn. "I think I need to go sleep..."

Fluttershy yawns as well, snuggling her companion tighter before lying them down. "...Rainbow?"

"Yes?"

With a warm, yet sleepy smile, Fluttershy kisses her friend's forehead and holds her tight. "You're my best friend, working wings or not, and I love you. You're always awesome, no matter what."

"You're awesome too Fluttershy. I'm sure you can sleep alone tonight right? I do kinda have my own bed up above you..."

A sad look overcomes Fluttershy's features, but she hides it and nods, pulling away. "...Okay. Goodnight." She turns away, holding herself and trying not to get too emotional. The problem wasn't sleeping by herself, far from it. It was just having gotten used to them snuggled up every now and then, the warm comfort and sweet feelings it brought. She loved it. It was hard to let go of it. But she couldn't burden her friend anymore.

"You can be a big filly right?" The bold pegasus checks to make sure, trying not to be too emotionally insensitive.

"...Just go up to your bed." Fluttershy responds curtly, fighting back tears. "Don't worry about me."

"Fine. Fine." With a flutter of wings, the sky blue filly jumps up.

Missing the mopey look, Dash walks over to a picture of her heroes she had placed up on the wall. "Someday... I want to be on a poster like this..." She murmurs, content to simply sit, absorbing the well known sights of the greatest showponies in Equestria.

After a few moments, a rogue eyelid closes. The tough tom-colt filly fights it back open_ 'Time for bed...'_ She briskly trots over the ladder. "Goodnight Fluttershy." With one last careful look to make sure the easily emotional filly is happy, she ascends the ladder to her own bed.

As silent as she could be, Fluttershy curls up under her blankets, and weeps. _'Someday...I just want to be by your side...and never leave you...'_ She doesn't respond, just mumbles amidst her dampening cheeks.

* * *

Daylight leaks in, announcing a fresh new day. Fluttershy is the first to awaken to a slightly tear stained pillow. She sighs, at least there had been no nightmares. A small smile crosses her face, things were still looking up then. _'Maybe I can sleep without Rainbow Dash with me.'_

But then it dawns on her, things feels so much less warm and cozy than it could have been. A confliction of guilt, shame and overall sadness from the night before arrives in her mind. Unwilling to move, she simply wraps the blanket around her tighter and squeezes her eyes shut.

'_Is it...really so much of a bad thing that she doesn't want to sleep in bed with me? Am I really that much of a baby? I'm a big filly, I can sleep on my own... She was counting on me... But all I wanted to hold her! I want to hold her and snuggle her every night! ...She doesn't need that... She doesn't need me clinging to her... But it always feels warmer with her there...'_ Fluttershy thinks, trembling a bit and trying to fight back tears again. _'No... I can't think this... I have to be a big filly...She's counting on me to be strong. But why can't I just do that? Why do all I do is cry when she pulls away from me somehow?'_

A loud yawn announces the presence of a sleepy cyan filly causing Fluttershy to jump, rudely pulling her back to reality.

The culprit gazes out the window, content to simply lie there for a few moments, getting up can wait. A sudden thought of her nightmare-prone friend crosses her mind causing her to leap up. She pokes her head over the edge to the comforting sight of her best friend. Dash sighs with relief, it seems the shy filly had successfully had yet another night without suffering a nightmare.

Ashamed of her tears, Fluttershy pulls the covers over her head, hoping Dash won't see. The last thing she needs is to guilt poor Rainbow Dash, who hasn't done anything wrong. Not only that, but she doesn't want to get even more attached to her in a physical sense like before. _'I can't...because after that, all I ever want to do is hold her and never let go! She doesn't need that! Or want it!'_

Deciding to see what is causing the urge for her friend to hide, Rainbow Dash glides down to greet her companion. "Good morning Fluttershy. I hope you slept well."

"Mmf." Came Fluttershy's mumbles from beneath the blankets.

Grabbing the covers in her mouth, the bold youngster yanks them off, revealing a sight that makes her grin cheekily. "That's some crazy bedmane there pal."

Fluttershy rolls over, back facing Rainbow Dash, and just stares at the wall, wiping her tears.

"What did I do?" Now feeling concern for her friend, the colourful ball of plush walks over to her exposed friends bed, propping her forehooves on the side of it.

"...Nothing...You didn't do anything." Fluttershy rolls over to face the other way.

"Okay. I hope this doesn't mean you had a nightmare and fell out of bed?" Still worrying about her friend, the inquiring filly gently bumps her with a cyan nose, trying to prompt her to come out and share what is going on.

"...No. I didn't. I slept fine..." Fluttershy pouts a bit, sniffling. "N-No nightmares..."

"So you're just being a bit odd?"

"Rainbow...please...don't do this...the last thing you need is me being silly now..." Whimpers the creamy yellow pegasus, sniffling again.

"Okay. I was just wondering what was going on with my best friend." She turns away and slowly swinging her multi-coloured tail, makes her way towards the door.

All at once, Fluttershy sits up, letting out a tiny whimper and reaching for her. But upon realizing her mistake, she lies back down again and burrows under the sheets, crying softly to herself. _'There I go again... I'm far too clingy...'_

"What is with you this morning?" Dash cocks her head to the side in utter confusion. "Do you need somepony to hold your hoof? I'll do it you know..."

A sniffle emitted from Fluttershy. "Not for long you won't..."

Without further ado,a grinning filly rushes over and sweeps up her larger friend. She falls onto the floor with the shy, fearful pegasus in her forehooves.

"W-What are you doing?" Whimpers Fluttershy, sniffling.

"Just picking snuggly up and sweeping her off her hooves... And as you can see... I failed." Dash dryly comments from below her friend.

"...No...you didn't!" Fluttershy snuggles her, unable to resist. "I...I just...just..."

"Can't get enough of my awesomeness?" Quips the cheeky young pegasus.

And just like that, the floodgates are opened.

"YES!" Fluttershy wails tearfully. She gets up off her friend and rushes back onto her bed, holding herself and sobbing.

"Thank you!" The emotionally insensitive filly feels relief that her friend has finally let her know why she is acting so strangely. "Other, less cool ponies can't see what two fillies do behind closed doors." She giggles. "So come on..."

Fluttershy sobs, trembling before she pulls the covers and sheets over herself again. "No... You don't understand..."

"Then help me to!" The bold filly insists, determined to win over her best friend.

"N-No... If I do...No! I don't want to burden you, Dash..." Whimpers the timid filly.

"You're not a burden. You're my friend. I want to know what's going on, cause if you don't tell me. There's no way I'll know."

"But I can't... I can't let myself get too close! Rainbow, don't you see? You're right... I have to be a big filly...I have to sleep on my own...you're right! ...But I don't want to! I want you there with me! I always feel so much better and so much cozier knowing you're there! I love to hold you, snuggle you, everything! I love it so much! ...But if I do it too much, I won't be able to let go of you...and when you're ready to move on away from me, I won't be able to...you're the bigger filly, not me... I'm just a baby. You don't need that...you don't want that...you have so much more awesome things..." Fluttershy cries, burrowing under the blankets again, crying to herself.

Eyes wide, Dash grins. "Wow. I never knew anypony could be so... attached. That's cool. Um..." Feeling more than just a little awkward, Dash holds out her forelegs. "Would... you like a...hug?"

The tearstained face of the shy young filly pops back out, from under the covers. "...Yes...of course I would...but...didn't you hear me? Rainbow...I don't want you to feel like you have to do this...I'm sorry! I'm a bad friend..." She slowly pulls behind her mane, doing her best to hide once more.

"Then don't worry about me. You can be a little selfish sometimes, I won't mind. Honest." The confident youngster advances on the poor shelter that hides the pretty filly from view. "And you could never be a bad friend. This is much better than getting my flank kicked around at home. I'd take you over them any day."

"...But...Dash...what if...one day...you want me to let go...and I won't do it?" Fluttershy faces her with one teary eye peering out from under a crack in her shelter.

With a cheery grin on her face the confident young pegasus confronts her quaking companion. "Then I won't ask you to. You can be..." She scratches her chin with a hoof, thinking. "My friend who never leaves my side because I'm like... too cool."

Sniffling, the creamy yellow filly slowly crawls out from under the covers and onto the floor. "...Do you promise?"

"Sure... And since you're a pegasus, you can easily come with me to any cool shows I'm at with the Wonderbolts and all. I could use somepony to cheer me on and all."

"...Rainbow..." Fluttershy rushes to her friend and holds her tight, sobbing.

"Sheesh... Looks like I'm going to have to take you to the bath before we go to breakfast... you're a mess..." The complaining filly rubs her softly crying friend's back with her forehooves, doing her best to calm the situation.

Mood once again ruined, Fluttershy moves to pull away. "I'm sorry. You go ahead...I don't want to right now. I'm not hungry."

"Come on, Flutters. Now you really are just being silly." Wrapping a strong cyan forehoof around her shy friend, Dash brings the weepy filly back into a comforting hug.

"I'm sorry...I'm just not hungry... You go ahead, don't let me stop you..." Fluttershy murmurs, snuggling into her friend. "I'm sorry, Rainbow...I'm really sorry... You don't have to sleep in bed with me, either... I'm just glad you're there." She mumbles, not thinking.

"Stop apologizing. Wait... what? This is about bed time? You need me to sleep with you?" Cyan head cocks in mild confusion, gazing into her friend's eyes hoping the waterworks will stop.

"Um...! Well, I did say earlier...well that...it did mean I liked snuggling in bed with you too...I um...that was kind of why...meep..." Fluttershy squeaks, ashamed all over again. "I-It's not your fault! You did the right thing...! I didn't..."

"No, pal. If you need me, say something and I'll be there. I'm always there for my friends." The cheeky pegasus glances around, confirming what she already knew. Nopony else was around. "Oh look... all my friend's are in this room." With a coy grin on her face she leans in and nuzzles the shy, blushy pony.

"But...But Rainbow...you said I was a big filly...and you're a big filly...you were just trying to help me let go... And all I did was cry about you leaving me alone..."

"Then you need more time with the mighty me. That will fix you." Confidence brimming, she continues to smile her friend's way.

"...Okay...we can share beds every now and then..." Fluttershy snuggles into her.

Rainbow Dash boldly picks her friend up, rushing off towards the bathroom. "Look out! Here we come!" She laughs, enjoying herself.

"W-Wait...! What are you doing?" Fluttershy cries. "Rainbow I'm fine...! I don't need a bath! And I'm not hungry!"

"Come on. We went to bed before having one last night. Do you want to turn up to class all smelly?" The multi-coloured filly asks as she turns on the taps to the bath.

"I don't want to go to class..." The yellow pegasus whines.

"Say what?" The grinning filly swings around. "Fluttershy... what have I done? We miss one class and now you don't want to go to any?"

"I just want to sleep..."

"I thought that was my role..." Slips in Dash as she tests the bathwater.

"Well...enjoy your bath..." Fluttershy smiles, yawns, then turns to go.

"Awww Fluttershy... Now it won't be any fun." Moans Dash, still unwilling to let her friend off the hook.

"...What do you mean? ...You want to take one with me?" The pink-maned filly turns around curiously.

"Well, of course I do. Then we get to make waves together."

"...Oh...I see..." Fluttershy exhales, and nods. "All right, Rainbow...I-I guess I do need one...We can take it together, make waves...have fun..."

"Yes!" Jumping in the bath, the cyan filly proceeds to splash her incoming friend with gusto.

"Noooo! No splashie!" Fluttershy wails, flailing her forelegs. But she climbs into the tub too, anyway, making herself comfortable at the back of it.

The cheeky cyan filly sinks down into the tub, exposing her belly as she relines. "Ahhh..."

Fluttershy smiles, giggling as she gently pokes her friend's belly.

Loud giggles erupt from the plush cyan pegasus. "Do it again Fluttershy! That feels funny."

"Um...okay..." Fluttershy giggles, poking her tummy again. "Hee hee! This is fun!" She pokes it again.

Accidentally rolling below the surface, bubbles erupt from below, caressing Fluttershy on the way up, causing her to giggle softly at the sensation. The submerging Rainbow Dash runs her hooves along the above pony, tickling her mercilessly.

"Hee hee hee! Nooooo!" Fluttershy laughs and squeals. "Not here, Dashie!"

The tickler bursts up from below. "I'ma going to get you." She splashes water at her laughing friend, using small wings to propel small jets of water across the small space.

"Noooo!"

At the playful cry of her friend, Dash obliges, doing it again, this time only splashing the lower section of her friend.

"Hee!" Fluttershy giggles. "Oooh, Rainbow!"

"Wonderbolt divebomber time!" The cyan prankster dives under the water, moving forward toward her friend. She collides with the lower sections of her friend and with a predatory grin upon her face, tickles the delicate pony all the way up. With an explosion of water she comes muzzle to muzzle with her friend. "Hi Fluttershy!"

Giggling, Fluttershy smiles, "Hi, Rainbow...! Hee hee...can you do that again?"

"Filly submarine!" Dash dives back under, randomly prodding around, earning herself a squirming filly. She cheekily moves aside the wiggling legs as she tickles the soft tummy of her friend, planting an underwater raspberry.

A very squirmy Fluttershy erupts into giggles under her friend's tickling attacks "Rainbow...that tickles!"

The causes of her attacking giggles back. "You try it!"

"Really?"

"Yep! You be be... the Fluttermarine!" The cheeky filly giggles at the silly name she has just come up with.

"O-okay... Here goes, I guess."

Rainbow Dash presents her tummy to her friend as she reclines in the water.

Fluttershy slowly moves in, giving her friend the biggest raspberry she can.

The pair of youngsters pull away giggling to each other.

"This is so much fun Fluttershy! We need to do this more!"

"Okay..." Further giggles escape the shy pony as she readies herself for another round of bath time fun.

* * *

Afterwards, as well as after cleaning up, a very happy and breathy Fluttershy is lying on her bed. On her back, legs curled, giggling. "Oooh... that was the best bath time ever!"

"It was... I'm ready for a good nap now." The cyan filly affectionately runs a hoof through her friends mane.

"Me too... Let's nap a bit...then we'll get some food and go to class after we're awake..." Giggles the creamy yellow filly reciprocates, running her hoof through the prismatic strands.

"I think we already missed something. But I'll sleep here with my best friend instead."

"Yay! Me too!"

Light blue eyes flutter closed as Dash stretches out on her friend. "Maybe we can sneak into class after lunch... see if they have anymore awesome flight classes coming up..."

"Hee...sure...we can do that..." Although the idea of more failed flight classes is something Fluttershy can do without, the shy filly currently feels like she can do anything! And if it makes her friend happy, then that is what matters, too.

* * *

Rainbow Dash leads her friend along, heading for the playground, doing her best to not be seen by her peers.

"Yo', Dash! Did you sleep in?" Flitter bounds up alongside the duo.

"You bet!" Dash says proudly, grinning. "But even sleep can't hold down this awesome filly for long!"

Cloudchaser appears alongside her sister. "That's crazy. You slept the whole morning. You weren't sleeping with somepony by any chance?"

"No. Of course I didn't. This filly doesn't need anypony to share her bed with!"

"Just saying, but sleeping with my sis is great. She keeps me warm and cozy and wakes me up on time." Cloudchaser grins suggestively before continuing. "So you know.. Since you and your best friend share the same room... there's an opening for some cool stuff."

"Cool stuff? Like what?" Dash asks.

"Well I can't speak for my sis... but it's very nice having somepony to play with at all hours and she takes care of me and gives me a bath when I'm too lazy to." With a small glare from her sister, Cloudchaser continues. "Yea... It's pretty awesome. You should try it."

"Hey, I'll try it. Sounds like you two are onto something." The cyan filly grins back.

Fluttershy meanwhile is starting to blush. She is pretty sure they have already done most of the things the twins have.

"You know..." Cloudchaser continues.

"Anyway." Flitter cuts her off, "I'm sure it's only stuff that you do with somepony who is like... your best friend. Chaser here is my best friend as well as my sis, so I'm sure that gives her extra points. Lets go sis. Catch you later Dash, and you too Klutzy."

Fluttershy whimpers and hides behind her mane a bit.

The sisters trot off, happily exchanging taunts and pushing each other playfully about.

Dash grins after them. "Well Fluttershy, aren't they an awesome pair?" She turn and spots the shy mess. "What is now?... Wait... Did she insult you pal?"

"...Why did she have to call me Klutzy...?" Fluttershy mumbles sadly.

"I'm sure she's just being silly. You can be as crashy as me. So it can't be all that bad..."

"But it's mean! I don't like it..."

"Look... sometimes ponies will just be mean. You have to learn to take it. Or..." She smiles becoming more satisfied, "You can just hid behind me."

"...Okay..." She does so, keeping behind her protector, glad that she at least has somepony to stand by now.

The pair make it to their afternoon class in time, sliding into their seats, doing their best to not be spotted.

"Rainbow Dash! Do you insist on leading Fluttershy astray?" Mrs Breeze approaches the two youngsters, her normally happy demur clouding over with disappointment.

"Eep..." Fluttershy squeaks in shame before she ducks behind the smaller filly.

"No I don't!" Rainbow defends herself, slowly sitting in a way that allows her to shield her friend.

"I'll see you after class you two. But please... no more disruptions... I don't want to throw you two out." Turning, she slowly walks back to the front, anger dissolving with every swish of her well groomed tail.

Silent as a mouse, Fluttershy head back over to her desk, head hanging low. She climbs slowly onto her chair, looking to her best friend as the cyan plush ball scowls after their teacher.

A nearby colt offers the bold pegasus filly a bro-hoof, "nice one Dash. Good to see somepony here knows how to arrive in style." He grins, hoof hanging in the air.

With a glance, Rainbow returns the gesture with a grin. "Thanks. It's awesome to know that not everypony is uncool."

A little sad look overcomes the shy filly's face as she brings a book open and hides her face between the pages.

Paying no heed to the prankster and her cohorts at the back, the energetic teacher begins her lesson with her usual vigor. "Right class guess what we get to do this bright and wonderful afternoon?" Her smile begs for a reply to her question as she gazes around the class.

Fluttershy already has a bad feeling about this, biting her lip as she hides further behind her book.

As most of the rest of the class pays attention to the mare in charge, Dash leans back in her chair, allowing her thoughts to wander, wondering when she will get to show off to everypony next.

* * *

Happy that class was over, Rainbow Dash eagerly leds her pink and yellow friend over to their regular spot in the big fillies playground. Although there are other ponies already there, since it was after class, she hopes that she can still get her companion flying with her.

"Um...Rainbow...? Did you...want to try flying again?"

"I sure do..." Dash confidently strides onwards, hoping that her best friend will follow her example.

"Well..." Fluttershy sits on the ground. "I hope you can manage! You can do it, Rainbow...you're the strongest and most amazing filly in Cloudsdale...you of all fillies can do it..."

The young athlete soaks up the praise faster than a sponge soaking up water. She seems to expand slightly as her ego does. "I know I can. You can too Fluttershy. That's why you're here with me. Then we can be the first two in the class to fly!"

"No...I can't... But you can! You have much more of a chance than I ever could..." Fluttershy mumbles, giving her a hug.

"Oh come on 'Shy... at least try..." The speedster begs her companion, refusing to hug her friend back.

"...Okay, Rainbow...I'll try..." Fluttershy tightens her hold. "For you, I'll try."

"Cool! Good filly." Dash giggles, patting her companions head gently with a forehoof. "Now... lets get going. We need to show these older ponies who's boss." She confidently struts over to a nearby cloud platform, jumping on it and turning to wait for her companion.

Fluttershy follows, pouting a bit, but obediently goes to where her friend is. "You first! Um...if that's okay with you..."

"No. Both together. Come on. We did it last time."

"...Are you sure?"

Brisk nodding is the rapid response she receives, giving her morale a slight boost.

"Well...okay...okay! We can do this together!"

"I sure am. I'll even give you something cool if you can keep up with me." A grinning Rainbow Dash winks at her shy companion. "Ready?" She creeps up to the edge of the cloud, leading her shy companion onwards.

Although ready to tell her friend that she isn't ready, a spark of motivation courses through Fluttershy. Anything from her best friend was wonderful, especially after what they'd tried much earlier this morning. Rather than feeling fear, she smiles and nods. "Yes...Yes! I'm ready, Rainbow! Let's fly!"

"Great!" Leading off, the bold cyan filly leaps off the small cloud, flapping like crazy to try and gain altitude. Failing, she saves grace by turning her failing flight into a slow dive, turning a crash landing into a roll.

Fluttershy leaps as well, her tiny wings flapping rapidly. She tries and tries so hard to gain altitude, to finally soar the open skies like she always dreamed! To finally impress her best friend, to make her proud! For a few, brief seconds, she remains in the air! But it isn't long before she begins to fall, to which her wings close and clamp at her sides. She plummets down onto the cloud ground below, landing a few feet away from the cyan filly.

Tears welled up in her eyes as she realizes just how much she failed. Failed. Completely and utterly failed. Squeezing her eyes shut, curling into a ball, and crying softly, Fluttershy awaits the yelling she just knows will come her way.

Strong little forehooves wrapped around her back, peeling her slowly out of her huddle. "Hey... what's wrong...?"

Sniffling, Fluttershy trembles a bit, though she manages to relax slightly. "I failed...I couldn't do it..."

"I didn't do much better pal. Only a feet fillylenghts at the most... But you want to know how I got so good?" Dash continues to try and pry her companion out of her position.

Hesitating, Fluttershy looks at her with teary, curious teal eyes. "...H-How?"

"By falling face first into the cloud heaps of times!" The bold little equine proudly announces, placing a hoof to her own ego filled chest. "Sometimes my brother even laughed at me..." Her little cyan muzzle scrunches up at this.

"...Oh..." Fluttershy murmurs, sniffling and wiping her eyes. "I'm sorry..."

"You don't have to say sorry pal." Rainbow Dash pulls her friend up. "Now... do we try again? ... Or you not feel up to it?"

"You can try again... I'm just going to fall..." Fluttershy's ears droop as she looks away, sad all over again. Whatever it was that Dash had in mind to give her is long gone, so she now loses all motivation to try anymore, even after the short pep talk.

"But you'll never get any better if you don't try." The young athlete gazes pleadingly at her friend, hoping to change her mind. "Come on Fluttershy. I just know you can get good like me..."

"...Why do you want me to try so much...? I'm just going to fail over and over and disappoint you...all the hard work for nothing..." Fluttershy utters tearfully.

"I know you can do it." Dash states, giving her sad friend a soft backrub, forgetting that there are other ponies around who might spot her being sensitive like this.

"But why?"

"I just know you can do it. You can." The smaller filly gazes up trying to look as encouraging as possible.

Lips quivering, all Fluttershy can do is throw her forelegs around her friend and cling to her tightly. She trembles, feeling unsure, yet touched by her best friend's confidence in her. "...I'll try..."

"Well... lets go then." Dash does her best to ease out of the embrace and continue her training.

The taller filly whimpers at the loss of contact, but makes no further protest. She follows Rainbow Dash as they ascend back up to where they had been before, heading to the same cloud ledge. Once again, they stood, side by side, ready to take their next leap of faith. While Rainbow looks confident and stands with grace, Fluttershy is trembling as she looks down nervously.

Without noticing her friend's further confidence issues, the bold cyan filly bounces up and down a few times, flapping her small wings as if preparing to fly. "Ready Fluttershy?"

"No." Fluttershy responds honestly, but flares her little wings anyway.

A strong little hoof wraps around her the shy youngster. "You are going to do awesome. Don't worry. Just keep trying and I'll give you a little present. Okay." Hope shines through in the little equines voice and the hoof turns to slowly rubbing the trembling yellow back.

A little sniffle escapes the nervous filly, but she melts happily under her best friend's kind actions and words. "Okay, Rainbow..."

"So...!" Prancing to the edge of the cloud once more, Rainbow Dash prepares for lift off. "Can we, can we? Please?"

Nodding, Fluttershy approaches the ledge nervously, but with confidence yet again. "Yes...um...you can go first again..."

"Just follow me." The bold filly exudes confidence, crouching down as she prepares to take off.

Mimicking her action, the timid filly flaps her tiny wings as quick as she can. 'Come on wings...don't fail me this time! Make me fly! Make Rainbow proud of me!'

Rainbow Dash takes off, madly flapping once more as she tries to gain altitude. For a moment it appears that she is becoming successful in her efforts and she smirks with victorious satisfaction.

"Yay!" Fluttershy cheers, and does the same. She leaps off the ledge, flapping her wings quickly. She manages to gain altitude for a brief moment, hanging in midair like before. Only to plummet onto the clouds below moments later.

A gust comes along, wiping the grin from the cocky filly's face. Shock crosses her muzzle as she plummets into the soft clouds waiting below.

However, their downfalls don't end there. Laughter rings out from nearby, coming from the older fillies and colts in the playground, some of them having seen the spectacle. They are all pointing and laughing at the two fallen fillies as if it's the funniest thing they'd ever seen.

"Check it out, that was Rainbow Crash!"

"Not to mention Klutzershy! Haha!"

Cheeks burning, the young cyan pegasus rises to the sound of further laughter at the rude nicknames. She can feel anger towards the group of onlookers building as she glares back. "What are you all looking at!?"

"Rainbow Dash! Rainbow Dash! She sure can crash! Rainbow Dash! Rainbow Dash likes to crash!"

"Fluttershy! Fluttershy! Fluttershy can hardly fly!"

The defender feels herself rear-ended as a larger pegasus smacks into her, attempting to hide behind her small form. As the bigger filly cuddles up for comfort the angry equine realizes that it is her best friend who is in distress. This causes her further annoyance and she snarls at the laughing youngsters.

"Go find somepony your own size to pick on!" Dash cries out, wrapping a hoof defensively around her companion.

The older pegasi just laugh and trot away as they go continue to play around the playground. Fluttershy whimpers, just about in tears by this point, snuggling into her protector for dear life.

One of the vindictive colts spots the display and grins at the pair. "Awwww... Look at that Klutzy has to hide behind her fillyfriend for protection." Further laughs accompany this, causing Dash to prepare to go on the offensive.

"...Rainbow...can we please leave?" Fluttershy whimpers.

Glancing back, the sad sight of her best friend breaks the angry filly's mindset and she immediately turns back to the offending colt. "You're lucky I don't come over there and teach you a lesson! Come on Fluttershy..." She begins frogmarching her trembling companion away, gripping the trembling filly. She still feels like she might blow a fuse at any moment.

The taller filly just clings to her companion, whimpering and just about on the verge of tears. All she wants to do now is get back to the room, curl under the blankets, preferably with Rainbow snuggled up to her, and go to sleep. Despite that it is right after the afternoon class and Celestia's sun is still out.

Further jeers and insults follow them out and keeping her silence is all Rainbow can do to stop from lashing out in anger.

* * *

Once they reach their room, Fluttershy all but pounces onto the bed and curls up. No appetite, no energy, the timid filly feels more defeated than she can imagine. All of her attempts to fly not only fail, but now their older peers are making fun of them. But even worse, she has failed to impress her best friend.

'What's the use...no matter what I do, I can't fly!'

Rainbow Dash watches her friend cry in shock, silent and feeling unable to do anything._ 'I failed her... All I wanted to do was show her that she could... then those bullies ruined everything!'_ Remembering the insults, a menacing growl escapes the youngster and she about faces, preparing to repay the mean ponies without the presence of the pony she has to protect. Without a sound, Dash troops out of the room bent upon her goal.

Eventually realizing how quiet things are, Fluttershy looks around only to find that her friend appears to have long since left. This only causes her to sob louder as she feels her heart breaking._ 'She left...She left me! She's so ashamed of me that she left me!'_ "Rainbow..." She sobs pleadingly, feeling terror wash over her as she curls up alone under the blankets. "Don't leave me... I'm sorry I failed..."

* * *

A group of young pegasi walk out of the older foals playground laughing to each other. Things had quietened down substantially since the exit of the younger duo and the group were seeking out fresh entertainment.

From behind a stunning cloud pillar jumps a multi-spectrum ball of rage. Rainbow Dash tackles the first colt in sight, slamming into him and laying down furious blows as she attempts to take the older pegasus down.

Caught off guard, the stranger flails about, unable to hit his tiny assailant as she lays into him. He cries out in pain as her small hoof connects with his head. In an urgent attempt to get away, he flaps his wings, powering into the sky. The angry filly falls from her victim and stands, poised ready for a fight.

"Hey look It's Rainbow Crash!" One calls, laughing.

"Come to have a go at us now that your little fillyfriend is safe?" One of the fillies, a tough looking youngster with a rugged black mane points a dark blue hoof at the cyan plush ball.

"She's not my fillyfriend!" Dash yells, running at her.

With ease that comes from having beaten up angry younger foals before, the stranger dodges Rainbow's attack, slamming a hoof into the back of her head. "You can't touch me Rainbow Crash. Try that again and I'll rip you a new one."

Knowing they are about to get a good display, rest of the group slowly steps back to allow the strong filly to move in on the small sky blue ball of angry pegasus who glowers back at her. With a final flare of her wings, Rainbow Dash gallops towards her target, intent on scoring a successful blow. The cocky live target lifts off before she can be touched.

Hovering in mid air, the young bully grins down at the pegasus she is taunting. "Come get me Rainbow Crash! Oh wait... you can't fly!"

"Can so!" Tiny sky blue wings power up, propelling the younger filly a few feet into the air before she comes crashing back down onto the soft cloud covered floor.

"Oh... I'm so scared! The mighty Rainbow Crash can crash."

"Come back down here!" Calls the youngster, still unable to do anything to the pony she wants to have a go at.

"You really want me to? I'll kick your flank into next week!"

Rainbow aggressively leaps up, still unable to have a hope at reaching the pegasus who is taunting her.

With a cruel grin, the older filly folds her wings and dives towards her would-be assailant, ready to take her out.

* * *

Fluttershy runs, tearing through the corridors, hurrying to the destination she has been told of. The nurse's office. She runs, not caring who sees her, tears flying from her eyes, heart racing and gut wrenching. All that she needs to know is that her roommate is in there after sustaining injuries from a physical fight. Worry eats at her, as does sorrow. But the tall filly wastes no time, letting nothing stand in her way.

Upon arriving at the nurses's office, she finds the nurse tending to an injured Rainbow Dash. She wails, crying more, and rushes to her side.

"Rainbow!"

Cracking an eye open, said youngster grins lopsidedly at her best friend as she pears out from under the bandages. "Hey Fluttershy... I gave it to them good for all those names they were calling you..."

"...Is that why you left me?" Fluttershy whimpers, tears falling down her cheeks. "You left me to do that?! Why?! That was...Rainbow, you're hurt! After that, all I wanted was just to be with you! I thought you left because you were ashamed of me!" She wails, not angry, just upset.

"I had to defend your honor! Nopony insults my best friend and gets away with it!" The bold youngster announces, defending her position, hiding the pain she has suffered as she animatedly waves a hoof to reassure her friend.

"...I..." Fluttershy stares at her wounded friend, amazed. As much as she is upset about what she did, a part of her can't help but feel just so touched. To think her best friend would go out there and defend her honor, stand up for her. For them. "Rainbow...I understand...but you still got hurt! Don't do that again! Please! And don't leave me...! You promised we'd be friends forever, you promised you'd stay with me and let me snuggle you!" She begins to cry again, placing her forehooves on her friend's little body where it won't hurt and burying her face in her mane. "I just wanted to be with you after what happened..."

The egotistical blue filly stares at her friend in shock. Despite her best efforts, the shy pegasus has still wound up in tears. "I... I..." No further words want to find their way out of her and she sighs, ruffling her friend's mane gently as the distraught filly cries.

"...Thank you..." Fluttershy mumbles, sniffling as she cuddles closer to her companion, minding her injuries. "I...I am grateful you standing up for me... It's the nicest thing anypony has ever done for me... Thank you... But please don't do that again...not like this... I don't want you to get hurt... I don't want to lose you... You mean way too much to me for that...please..."

"O-okay... I thought I was the one who was hurt Fluttershy..." The speedster giggles lightly despite her injuries. "But you're the one crying. You don't need to cry for me. I'll be fine. I always am." Her regular pride is re-entering her voice, alongside her playful grin.

"You better be!" Fluttershy yells almost angrily. "If you do this again, I'll tie you to my bed! I am not letting you do that again, Rainbow Dash! Don't do this again or so help me!" But she begins crying all over again and clings to her friend, trembling hard.

'Where did ... that come from...?' The cyan filly wonders as she stares in shock at her friend. Under the emotional onslaught from the yellow pegasus she finds herself unable to do anything except let the larger filly grip her, continuing to hold on for dear life.

Moments later, none other than the Headmaster enters the nurse's office, quietly, but still enough to rouse the attention of the two fillies. With a grim look upon his face he unhurriedly makes his way across to the two youngsters. As he enters close proximity Fluttershy cuddles up as close as she can to her best friend, fervently hoping that he isn't heading for them. To her dismay, the old pegasus comes to stand right over them.

"Rainbow Dash..."

"What?" The bold filly is instantly defensive, placing a defensive hoof around her friend.

"Members of the school and the nurse have informed me of your mishap earlier," he says, looking hard at her. "Physical violence of any sort, no matter the reason is not allowed on these grounds. I don't care if they started it. You are not allowed to continue such things. Considering the other troubles you have caused in and around the school to others and even to yourself, I'm afraid that it has come to this. You're not suited for this school, and I have no choice but to see that you are expelled. You may take three days to recover, but after that, you are to gather your materials and-"

"NO!" Fluttershy shrieks, in tears all over again ."No! No! Don't! Please don't kick her out, sir! Please! Don't take her away from me!" She holds Rainbow closer to her, sobbing as she looks up at the headmaster and nurse pleadingly. "Please...don't kick her out... She can do better, she'll be fine... She won't do this again! Just please don't make her leave! I'll keep an eye on her! I'll keep her safe! But don't make her go! Please!"

The Headmaster looks at her with surprise on his old face for a brief moment. "Miss Fluttershy, I I understand that you're upset about this. But please, this does not concern you."

"Yes it does! She's my best friend!" Fluttershy says tearfully. "It was my fault! She did it to defend me! If I hadn't tried flying, none of this would've happened! I didn't want her to do this! But I couldn't stop her! If you're going to throw her out, throw me out, too! I don't care! Just don't take her away from me! Please, sir... She's my best friend and I can't do this alone without her! I love Rainbow Dash, she's my family now! And families don't give up on each other!"

The stern pegasus stares blankly at two fillies in front of him. On one hoof, he was able to throw the troublesome pony out, informing her parents and then never needing to deal with her again. But it was also clear that the pair were already close friends and he was unwilling to break them up after waiting half a year to get the shy filly a roommate.

Deciding on the best course of action, he spoke up once more. "Okay. If you can keep your friend in check and I don't see you like this again, you may stay."

For the first time in the past while, Fluttershy smiles. "Oh, thank you! Thank you! Thank you!" She rushes to the older pegasus and gives him a thankful hug.

The headmaster smiles lightly at her, hopeful that he has just done the right thing.

Wiping the smile from his face, the aging pegasus turns once again to the subject of his annoyance. "I do hope that you will listen to her and stop picking fights like this. Because there is no room for such behavior in this school. Do I make myself clear Rainbow Dash?"

"Yes..." Exasperation rings through in the filly's voice. She wants the headmaster to leave her alone now that the trouble has passed her by.

Turning to leave, the old stallion just has to get in the last words. "Remember this young Rainbow Dash. I have chosen not to tell your parents this time round. But I rather think they would be most unhappy to hear of what you are doing here. So be careful or they will find out and you will no longer have a place in my school." With nothing further to say, he trudges off, heading back to his office.

The cheeky filly pokes out her tongue at the departing flank of the headmaster, muttering to herself. "See... no pony can touch this super cool filly."

The nurse heads over to her desk, leaving the two fillies alone. Fluttershy happily takes this opportunity to cuddle back up with her friend, minding her injuries still, and just feels so happy! It's such a relief to know that Rainbow has been given another chance, and she's all too happy to make sure she follows up on it.

"Hey... Leave off 'Shy!"

"No..." Fluttershy smiles feeling a sense of elation wash over herself. She peppers her friend's face with light, happy kisses.

Small cyan hooves half heartedly fend off the zealous kisser as the smaller pegasus giggles. "Look... either get up here with me and stop kissing me, or stay on the floor and do whatever you like." The bold little spectrum pushes her friend away slowly.

Almost immediately, Fluttershy takes the first option by climbing up onto the bed, snuggling up beside her companion. Unable to resist one little kiss to her forehead, of course! But she lies against her, placing her little wing over her friend's body.

With a cheeky grin, the injured speedster lifts her larger companion up and flips her on top, using the gangly filly as a self heating blanket. She then wriggles about, quickly finding the best way to keep her sore spots away from the weight.

All too happily, Fluttershy giggles and makes herself comfortable, as well as making sure she wasn't affecting any of her companion's injuries. "Awww...if you wanted me to lie with you like this, all you had to do was ask, Rainbow."

"You make a good filly blanket Flutters. Just... stay there..." The smaller filly grins up at her friend, confident that she will oblige her wish. Already she can feel the warmth of her friend entering her system, calming her down and easing her pains further.

"I will...but you know you can ask me..." Fluttershy nuzzles her sweetly. "I'm always happy to do this for you."

The egotistical youngster glances around, making sure that nopony else is looking before nuzzling noses. "Good filly."

"Rainbow... Please. Promise me you won't get into fights or cause trouble. I'm serious this time." Fluttershy says softly, but seriously. "If I lose you...if you're gone...I don't know what I'm going to do."

"I'll be fine Fluttershy. Don't worry about me." Rainbow deflected, continuing to gently minister to her companion.

"Please? Please promise me..." Fluttershy pleads, sniffling a bit. "I...I'm going to be selfish...because I don't want you to go... I want to be here with you... I want to take you home with me to meet my parents! Just please don't' do anything stupid..."

"I won't... Okay...?" The cyan filly is getting tired of her best friend's pleading.

Relieved at her answer, Fluttershy snuggles her little friend. "Yay! Thank you!"

"It's no problem..." Dash closes her eyes, relaxing under the warmth of her companion.

The two fillies sleep the night there, none of the staff have the heart to remove the shy yellow filly who happily remains by her best friend's side.

* * *

Several weeks later, Rainbow Dash, top flyer in the class, stands ready to show off. Things had been going much better of late and everypony who cares for her, is happy that she is finally seeming to be on the right path. This has also helped her following, which had continued to increase as more and more of her schoolmates got on board with the cool speedster, knowing she is less likely to pick fights with everypony in sight. Of course there is also one last factor for her new, expanded following... knowlege that her dad works at the Rainbow Factory had well and truly spread around the school by now and so gives added social status to the already big headed youngster.

With her hooves on the soft little fillies playground, the bold little athlete stands ready to show her classmates what she can do.

"Alright Rainbow... Show us all what you just learned." Mrs Breeze smiles lightly, enjoying the high level of fun energy the speedster is giving off.

Without needing to be told twice, the cyan filly takes off as fast as she can, leaping into the air. She glides along, appearing to give no thought to her actions, effortlessly slicing through the sky. The youngster alights upon the soft cloud on the opposite end, grinning triumphantly at the rest of the class. "And that... is how you glide." She boasts.

Cheers erupt from the other students, amazed at the display. Fluttershy remains where she is, some ways off from the crowd of her peers, but looking on to her best friend. She smiles, her small wings fluttering gently with excitement and pride, glad to see that Rainbow Dash is utilizing her talent at flying. Rather than feeling jealous or envious, all she can feel is pure joy for her friend.

"Yay..." She mumbles softly, but with sincerity.

"Now, I would like all of you to do the same." The teacher happily instructs, motioning towards the cocky filly at the end of the short track.

The rest of the class eagerly bounce about for a chance to prove themselves, several flapping madly in their attempts at a glide. Most fail, either succeeding to glide only a short distance or hardly taking off at all. Derpy manages to collide with the smiling teacher who, as was the norm by now, pushes the crazy-eyed filly back on track. Several class members run the rest of the way to meet up with the grinning speedster, surrounding her in a circle of adoring fans. There is no denying it, being the best in her year at flying certainly gives status to the young pegasus.

Fluttershy, however, is terrified. She can't even glide, let alone even lift off the ground. Of the entire class, she not only can't fly well, but she can't fly at all. At least when there are other ponies around. Taking a few breaths, the lanky filly hopes that maybe, just maybe, nopony will notice her and won't call on her. It was a tactic she long attributed to her studies. If possible, try for an easy answer she could do. But overall, avoid it all cost.

From where she cowers, she flaps her wings. Nothing. They can barely even move. Within moments of unfurling them, the feathery appendages snap back against her side. Fluttershy tries again, but nothing. She looks around her, realizing that even if she did succeed, everypony would see it. All eyes would be on her. That was the last thing she wanted.

Squeaking, she lays down on the cloud ground and sighs. 'I can't do it... not with everypony looking...'

"Fluttershy... Come on dear... you too..." The kind voice of Mrs. Breeze breaks through the filly's trail of thought. Said mare gently prods the cowering student, hoping to provoke a good response out of her. "I've seen you and Rainbow practicing... you do quite well with her. Why can't you just try it now...?"

"But...I can't fly!" Fluttershy whimpers, cowering away. "It's a waste of time..."

"You're a pegasus... every one of us can fly. Just follow your best friend like you do at lunch. I'm sure she won't mind."

Fluttershy shakes her head. "No, I can't fly at all!" She flaps her wings, weakly, and jumps a little, but doesn't even levitate for a second. "See?"

The quickly tiring teacher finds her energy draining away. "Rainbow Dash!"

"What!?" Said filly fails to bother herself with a polite reply.

"Please... get over here and help your friend."

This makes Fluttershy squeak and turn away, shaking. Now her best friend had to be dragged into her immense failures? She covers her eyes with her wings and hooves, whimpering.

"Fine." Springing out from the throng of young pegasi, Dash runs over to her best friend. "Hey Fluttershy. Lets go. Come on! Just like our little practices." The confident filly grins at her companion, ignoring the crowd that is gathering, eager to see what the shy filly has supposedly learned in her one-on-one classes.

Peeking at her through a crack in her feathers, Fluttershy sniffles. "...Okay..."

"You lot can go with them. You all need all the practice you can get if you're going to become great fliers."

"Yes miss..." The class drones, slowly making their way to the start line once more.

Rainbow walks her friend along full of confidence. "Come on Fluttershy. I know you can do it."

"I can't...I tried...but I couldn't..." Fluttershy whimpers in shame. "I'm not fit or worthy to be a pegasus, Rainbow... I never was..."

"Oh come on. I know you're awesome enough to do it. I just know it!" The bold filly nudges her friend into place alongside her. "Just do what you do when its just us and you'll be totally cool."

"That's the thing, I did." Fluttershy sighs, shaking her head. "But my wings wouldn't do what I want them too...I got scared..."

"Alright class. Go!" The teacher breaks the two fillies moment.

Most of the class break off from the light entertainment, bounding out to try another glide. Rainbow stays by her friend's side for the moment for support. "Come on Fluttershy. While they aren't looking!" She urges, slowly entering into a canter, preparing for flight.

"But what if I can't?" The creamy yellow filly complains, trying to keep up with her best friend.

"DO Don't think!" The bold filly calls out, taking off.

Trembling with fear of failure, Fluttershy strains her wings trying her hardest to take off. Closing her eyes, she surprises herself when she doesn't immediately impact upon cloud. "I'm doing it!" Her shrill excited voice rings out.

The rainbow mane whips around in the breeze to confirm the call, Rainbow's heart goes into a made flutter. Her best friend was gliding! Sort of...

"Wheee!" Fluttershy cries in excitement, giggling with glee at being able to freely soar in the sky. "I can fly! I can fly!"

Not noticing where she was going, Rainbow impacts on soft cloud. Fluttershy follows her, unable to control her new-found gliding skills. The two-filly pile rolls around on the soft clouds, giggling like two mad youngsters without a care in the world. They come to a rest, muzzles mere inches apart.

"Hey look! Klutzershy and Rainbow Crash... lying on a cloud... K. I. S. S. I. N. G!" The rude cry of Hoops, one of the resident bullies rings out, shattering the sweet moment of partial success into a million shards of pain.

Terrified, Fluttershy whimpers and clings to her companion for comfort, trembling. 'Oh no...this can't be happening! They saw us again! Poor Rainbow...she's going to be so upset...'

The cyan filly leaps to her hooves, growling angrily. "Who said that!"

"Me!" The grinning antagonist steps forward, more than happy to claim responsibility for his actions. "What's wrong, Rainbow Crash? Weren't you having fun with your little silly klutz of a pegasus?"

"That's it! No being mean to Fluttershy!" The cyan speedster is rapidly getting hotter and hotter with rage.

"Rainbow-! Nooooo!" Fluttershy cries as her best friend charges toward the grinning colt.

xxxxxxxxx


	9. Chapter 9: Nightmares and Dragons

The two youngsters collide and a sharp crack is heard as hoof collides against skull.

Hoops stands above Rainbow Dash as she lies on the ground, quickly fading into unconsciousness. He shakes himself off, grinning victoriously.

"Oops... I think bucked her too hard..." The bully grins.

"Rainbow...!" Fluttershy rushes to her best friend's side, already in tears from worry.

The filly of her attention simply lies there. Completely out cold.

Lips quivering, tears falling from her eyes, Fluttershy trembles with fear and worry before she collapses. Burying her face in her friend's mane, she sobs brokenheartedly and holds her tight. Her heart sinks in her chest, as well as her body pretty much going numb. Just when things were going so well, just when things were going to be okay, this happens. She holds her smaller companion all the more tightly, trembling hard.

At least...until she hears raucous laughter from the bullies.

All she then can see is red.

Raising up, she faces the bully who dared hurt Rainbow Dash, and manages a shaky glare. "You...You...! You monster! How dare you hurt my friend! How dare you laugh at us!"

"What Fluttercry? Don't like your fillyfriend getting hurt?"

Ignoring the fillyfriend remark, the lanky filly approaches the bullies. "As a matter of fact, I don't! And if you even dare lay another hoof on her, you'll be sorry! Now you stay away from us! You hear me?! Go away! We don't want you here!"

Her teary, teal eyes narrow, her glare hardens, and her mouth is set in a firm line, before her angry eyes widen considerably. It becomes a stare that pierces through the heart of the bullies.

The antagonistic colt freezes under her glare, his friends quickly becoming unsure what to do either. He has no idea where this has come from, his normally timid target was showing a side he never even thought existed.

"Alright you lot, break it up!" A very angry teacher breaks up the stand off, removing the angry filly.

Snapping out of her anger, Fluttershy realizes what's going on, immediately squirming. "No! No! Rainbow!" She breaks free, running over to sit with her filly, worried for her safety.

The older mare picks up the unconscious youngster, propping her onto her back. "Class, stay here. I'm taking this bundle of trouble to the clinic."

Murmurs sounded about in the crowd of students. Fluttershy shook her head and starts to follow, unwilling to leave her best friend alone.

"You to Fluttershy. I thought the two of you were to cause no more troubles..." The older mare doesn't even bother to glance down at her tag-along.

"We were just fine, Ms Breeze! But the bullies were ruining things and wouldn't leave us alone!" Fluttershy pleads. "Please...she needs me! I can't leave her alone!"

"They only do it because they know your friend will bite back. Go stand with the class. I'll be back in a minute." The teachers wings flare slightly in annoyance.

"B-But..." Tears pool in Fluttershy's eyes as she sits down on her haunches. She begins to silently weep, knowing she could possibly lose her friend. They would never let her stay in school now! What was she going to do?

A loud sigh escapes the pegasus mare. She turns to face the tearful filly who is motionless behind her. "Okay, fine. Come on then." Under the baleful gaze of the shy filly, Mrs. Breeze can feel her heart melting.

Sniffling, the crying filly looks up at the teacher with surprised eyes. But then she smiles in gratitude, her little wings fluttering. Standing up, she canters after the teacher, relief flooding through to her heart. At least now she could be there when Rainbow would wake up, if nothing else.

* * *

Two fillies lie in bed. The cyan one's head is wrapped up in bandages. Fluttershy is snuggling with her best friend, sleeping about as peacefully as she can under the tough circumstances at hoof.

"Aww... my head..." The tough cyan filly is the first to come to, waves of pain immediately pulsing through her system. She wished she could go back to sleep and get away from the pain.

Something warm brushes against her face as she turns in bed. "Huh... Fluttershy...?" Her fuzzy vision comes into focus, revealing her best friend, sleeping peacefully by her side.

The shy filly murmurs something in her sleep then rolls over, covering Rainbow's muzzle with a yellow wing. It tickles the cyan filly's nose before she gently brushes it aside with her hoof. Fluttershy mumbles again, cuddling closer to her. This time, her wing drapes over Dash's back gently, while her foreleg comes around to curl around her neck.

"Okay..." She blows softly upon the yellow feathers. "Fluttershy... wake up..." This time she directs her breath at her companion's muzzle.

Stirring a bit, Fluttershy's brow knits as she lets out a sleepy mumble.

"Come on sleepy filly. Wake up." Rainbow Dash glances around, groggily coming to. Seeing nopony else was around, she leans over and gives her friend's muzzle a lick.

Giggling, Fluttershy opens her eyes and lets out a squeaky yawn. "Mmm...oh, hello Rainbow..." She closes her eyes, lying her head down again.

But then they snap open once more as she realizes what's going on.

"Rainbow! Oh, thank Celestia you're awake!" The creamy yellow filly snuggles into her, holding her. "Are you alright?"

"Yes." The bold cyan filly winces as pain shoots through her system but she ignores it. "Hoops! That colt is going to pay for that!"

"No! No...please, no! You promised!" Fluttershy yells in anger and sadness. "This is why they try to pick on us, because they know you're going to fight them! Please Rainbow...don't... Please, use your words..."

"But actions are cooler than words." The injured filly strikes a pose, showing off to her best friend.

"You promised..." Fluttershy whimpered, teary-eyed again. "How could you break your promise? Why would you do this to yourself? To me? Why? Don't you want to stay here? Don't want you want to be with me? …Do you really not care at all?"

"I do care, Fluttershy." The cyan youngster starts to look defeated.

Tense moments pass as it looks like Rainbow Dash is thinking of leaving in pursuit of vengeance. Just as she is about to turn away, she sighs. "You know what... stuff it. I'll stay here with you. If those stupid colts want to be uncool... that's their choice..."

This makes Fluttershy beam through her tears. "You would look even cooler...if you walked away from them. They would look stupid." She then gently rolls her best friend over, climbing on top of her and acting as a blanket and comfort source to her.

"I guess... but that's not how it's done back home..."

"...What do you mean?" Fluttershy gives a gentle lick to her best friend's muzzle.

"Well.. back home... the toughest pegasi always ruled the place. That's why I always got beaten up... I was too cool for them." The smaller filly grins up at her surrogate blanket.

Shocked, tears fill Fluttershy's eyes as she snuggles her more. How could this happen to her friend? Why did it happen? It wasn't fair! No, she was not going to let that happen to her again. Ever. Not even just to make sure they would stay in school together. But moreover, so that her friend wouldn't get hurt again.

"I won't let that happen to you again, Rainbow...!"

"But you don't fight..."

"No, but I'm not letting you get hurt like that again! No! Never!"

"But we go home in a few weeks time. What will you do then pal?" Rainbow asks, wondering how her gangly companion could possibly protect her.

Fluttershy looks down at her friend, determined, but still worried. She runs a hoof through her mane, then kisses her forehead. "Rainbow...you remember...when I said that you were my family now?"

"Yep. We sure are!" The cyan filly on the bottom confidently replies.

"Well..." Fluttershy gives her a pleading smile. "...You're coming home with me, Rainbow."

"But my mum will be coming to meet me... soon as school is over. I can ask her though. She's nice. It's only my dad you have to worry about... when he's not snoozing." Rainbow giggles rudely, gleefully remember what her father is always like.

"You and your mother can come stay with us..." Fluttershy offers, pleading her. "Please, Rainbow... I need to know you're going to be safe..."

"Believe me. My mum's tough. She likes our neighbourhood. Crazy weather ponies."

"Okay..."

"But..." Cyan meets yellow as Dash places their foreheads together. "I will ask my mum if I can come round to my cool new friend's place. She always wants me out of the house anyway. So she's sure to say yes!"

Relieved, Fluttershy nuzzles their foreheads. "Yay!"

"Right... Now... how about we sneak out of here and go do something cool?"

"But Rainbow! Your wounds!"

"It's nothing. He only hit me in the head!" She seems far too happy about it, continuing to grin like a crazy filly. "Come on. It's not like anypony's going to stop me."

"...As long as we don't do anything that will hurt you more..."

A loud rumble echoes around the room, Rainbow Dash giggles softly, patting her tummy. "Guess we need to start with something to eat first." She glances around, noticing it is still dark. "Say... What time is it?"

Fluttershy looks at the clock. "It's almost five. You wait here, I'll ask the nurse if she can release you, then we'll get something to eat."

"Why ask? Can't we just go?"

The buttery yellow filly shakes her head. "No, we shouldn't risk it. We could get in trouble if we sneak you out of here. I'll ask the nurse." Insistent, Fluttershy places a forehoof on her friend's chest, pushing her back into bed.

"Fine, fine. Go. Be awesome. Get your best friend out of here." Rainbow Dash eagerly waves her companion off, not wanting to push her own agenda too hard.

"O-okay..." The nervous filly trots off.

Rainbow sighs, stretching out in bed, doing her best to relax. After a few peaceful moments she hears a squeal, sitting bolt upright, ready to spring off the bed to provide assistance. When no further noises become audible, a confused look crosses the defenders muzzle.

"Fluttershy, pal?"

No response.

She leaps off the bed, galloping toward the door to find her friend. 'What if something bad has happened to her. I wasn't by her side to help her! Oh no!'

The building panic dissipates in a split second as she slams into a yellow filly. "Fluttershy!"

Her fellow filly, also now sprawled upon the floor gives her a quick hug before shankly getting to her own hooves. "Y-yes... I found the nurse."

"Rainbow Dash. You are free to go, once I have checked you over."

"Awww... Come on! I'm fine!" The injured filly complains.

"Please make this easy on yourself Rainbow Dash. I know your reputation. You've been in here several times already. I have already spoken to the Headmaster and we will see the bullies who decided to do this to you. Please don't go after them yourself, your still close to being expelled."

The cyan plushball scowls at the mare. "But I am fine... It's not my fault..." She slowly turns.

"Please, Rainbow? Just let her look you over and then we can go..." Fluttershy pleads.

Feeling like her friend has once again twisted her wing, Rainbow decides to forego fighting. "I will pal." With a sudden burst of energy, the prankster sprints back to her clinic bed. Leaping onto it then once again taking on her look of boredom. "Hurry up miss. I have to go."

"An attitude like that will only get you into trouble young filly."

The youngster pokes her tongue out at the older pegasus.

The older mare sighs before moving in to check on her cheeky little charge. Fluttershy sits back, waiting patiently for the results.

* * *

"That's better. Free..." The cyan filly stretches her limbs, elation flooding her system, happy to be out of the school clinic.

"But we both knew you would have no problems getting out." The yellow filly shyly replies.

"Of course. Now I get to plan our awesome holidays! We can go cloud jumping, I'll teach you more about flying and we can even sneak into my dad's Rainbow Factory again!"

"A-Again?" Fluttershy squeaks, a bit nervous about that. "But Rainbow, what if we do get caught again? I don't want you to get in trouble... Can't we just stick to cloud jumping and f-flying practice? A-And then...we'll...see whatever else we want to do? Things that won't get us in trouble?"

"Sure. Then we can do some cool stuff at your place too. I'm sure you have heaps of fun things to do there."

"...Actually...no..." Fluttershy's ears droop sadly at this admission. "Aside from a few toys and board games...my house is very boring... I-I'm sorry..."

"Oh come on..." Laying a hoof on her friend's back Rainbow grins at her in her super confident manner. "I'm sure we can find some fun stuff to do. Where do you live anyway?

"I live in a pretty neighbourhood close to all the busy places in Cloudsdale... It's kind of far from here, which is why I'm staying in the dorms. My house is kind of big...but it's not a castle or anything..."

"Still sounds cool. I think I can make it cooler for you." Rainbow grins, offering a quick, confident nuzzle before turning to the cafeteria.

Fluttershy smiles brightly. "Oh, yes! You really could, Rainbow! You...make everything cooler..." She mumbles with a blush, nuzzling her back.

* * *

The confident filly struts into her shared room, leading her friend to their beds. "That dinner was really yummy tonight, right Fluttershy?"

"Mm-hmm..." Fluttershy nods in agreement, climbing onto her bed. "Oh yes, it was delicious."

"You'll be alright there tonight, right Fluttershy?"

"Huh?" The creamy yellow filly blinks, and then blushes a bit. "Well...I...I...um..."

"Does my best friend need a sleeping buddy?" Rainbow pushes.

"Oh... N-no... I-I think... I should be okay tonight..."

"You sure? You don't sound like it...?" The cyan speedster looks on with concern.

Fluttershy gulps a bit, laying down on her bed. "Well, I really want to...but I...I don't want to trouble you... I'll try sleeping on my own... Besides...you're going to just be right above me... At least I'm not completely alone..."

"If you want to... I will..."

"...I'll...let you know if I do, okay...?"

"Okay. How about a bath first then? That should make you big and bold like me!" Dash puffs herself out a little, standing proud.

Giggling, Fluttershy nods and gets down from her bed. "Sure...can we take it together again?"

"Yep! Then I get to splash you and tickle you!" The young prankster grins.

"Hee! Oh, Rainbow..." Fluttershy giggles and gives her a hug, kissing her cheek. "You know I won't have my baths any other way."

The cyan filly leads off, grinning. "I knew you would say that Flutters. Because I'm awesome!" She rounds the corner, flicking her spiky tail eagerly as she disappears.

"Come back here!" Fluttershy laughs, giving chase.

The pair barrel into the bathroom, quickly making their way to the tub, ready for some fun.

"Never!" Comes the triumphant cry of the speedster as she turns on the taps, setting up as quickly as she can.

Flapping her wings, Fluttershy hovers above the floor, not quite realizing she's doing so, while waiting for her friend to fill the tub. "So...do you want me to wash you first, this time?"

"Sure. Don't miss a spot!" Dash leaps into the warm water, splashing her companion, giggling loudly as she does so.

"Hey!" Fluttershy giggles, and then flies into the tub, gently tackling her friend. Once in her grasp, she goes on for a full attack...of smothering her face with kisses.

"Get-off!" Yells the sinking cyan ball of plush as she goes under the water. A trail of bubbles follows her passage down..

Pulling her back up, Fluttershy giggles. "Sorry...I didn't mean to do that..."

Without warning, Rainbow chooses to re-submerge, dragging her friend with her. She slides gracefully down, gripping the surprised pegasus. Fluttershy fights as best she can against the trickster, finding no success as the two roll around in the warm water.

Rainbow and pink break the surface as Dash finally pulls them both up. "I-I gotcha Fluttershy! Aren't I awesome!?"

"Y-Yes...you're awesome...you got me..." Fluttershy licks her nose, a light stunned smile on her face. "...What are you going to do about it...?"

The cheeky cyan speedster turns to present her flank. "Well... you did say you were going to be my scrubber."

Giggling, the creamy yellow pegasus nods and takes a cloth along with some soap. "Of course, then I'll get started." She lathers up the cloth, and then proceeds to wash her companion.

* * *

"Goodnight Fluttershy." Rainbow Dash sinks eagerly into her bed.

Fluttershy curls up under the covers of her own bed, exhaling. While she wishes for a certain ball of cyan plush to be right beside her, she decides not to into that now. She is going to try to sleep on her own. And maybe save sleeping together for special occasions... "Goodnight, Rainbow... Sweet dreams."

"I will... Wonderbolts... here I come..." The confident filly almost purrs.

"You will be the best of them all..." Fluttershy says, yawning a bit.

"What?" Rainbow Dash leans over the edge to stare at her companion as the shy pegasus falls into the realms of her dreams.

"Best...ever..." Says the sleepy filly.

"You can be one strange filly sometimes Fluttershy..." Dash murmurs as rolls back over, facing the cloudy ceiling. "But you're still cool..." She shuts her eyes, grinning to herself.

* * *

_The eyes._

_The eyes._

_All of the eyes are watching her. Fluttershy tries to flee, but there's nowhere to run. She tries to close her eyes, but she cannot block out the sight. Try as she may, she can never run from nor hide what she's done from the eyes._

_The very eyes of those bullies._

_"Fluttershy! Fluttershy! Fluttershy can hardly fly!" The voices chant, over and over and over again._

_"N-No!" Fluttershy yells, trying all she can to escape. "Stop!"_

_"Fluttershy! Fluttershy! Fluttershy can hardly fly!"_

_She is alone. Her friend, abandoned her. Under the continuing assault she curls up in a ball and begins to weep. Small wet tears, running down her pretty little face. This only seeks to aggravate the problem as more cruel voices join in, even her kind hearted teacher._

_"Fluttershy! Fluttershy! Fluttershy can hardly fly!"_

_The disembodied eyes continue to surround her, the voices continue to chant, with nothing in between. She is lost and alone in this strange realm. All can see her. All can hear her. There is no escape._

_"Fluttershy! Fluttershy! Fluttershy can hardly fly!"_

_"Stop! Please!" The tearful filly cries, covering her muzzle in an attempt to dispel the watching eyes._

_No response, nothing. Just the voices and the eyes. All is constant. Nothing changes. Her pleas fall on deaf ears._

_"Rainbow! Where are you!?" She can think of nothing and no pony else who can make the terrors disappear._

_A laughter rings out. But it is laughter she doesn't recognize. The disembodied laughter seems to belong to someone pure evil...but she cannot see them. Whatever it was, it only served to scare her far more._

_The eyes watch, the voices chant, and the laughter rings out._

_It all surrounds her._

_"Fluttershy! Fluttershy! Fluttershy can hardly fly!"_

Fluttershy snaps awake in her bed, screaming. Not loudly, but certainly loud enough that anypony in the room would hear her. She clutches her blankets, trembling, yelling out in fear. The fear overrides her, to the point that she barely realizes that Rainbow Dash is now beside her, holding her to calm her down.

"It's okay! Sssssh!" The bold cyan filly hugs her best friend.

"Rainbow...?" Fluttershy manages, tears seeping down her cheeks. "Rainbow...! Where did you go? Why did you leave me?"

"I didn't!" The bold pegasus runs her hooves through the shy pegasus's mane, rubbing her shoulder. "I would never leave you... You know that right?" Rainbow pulls away, gazing into the tearful aquamarine eyes with care written across her face. .

Taking a few deep breaths, Fluttershy whimpers, now grabbing her companion again. "It was so...scary...the eyes...oh those horrible eyes! And the voices...Rainbow...I was all alone and scared...these voices...those eyes..."

"Shhhh... It was just a nightmare..." Rainbow chose to continue her work, massaging her companion softly.

Whimpering, the scared filly sniffles and nuzzles her for comfort. "It was so scary... I don't want to sleep anymore..."

"Well... how about I try and fix that then." Dash did her best to sound confident, slowly petting her friends pink mane once more.

"H-How...?"

"Well..." The cyan fily gifts her companion a lick. "How about I sleep with you tonight... it seems you need a sleeping buddy."

Sniffling again, Fluttershy gazes at her best friend tearfully. "Please... Yes...I need you, Rainbow... You're all I have..."

"Shuffle over then." Dash confidently nuzzles her friend, motioning for space to be made.

Nodding, Fluttershy scoots over a bit to allow some room for her companion.

The bold filly leaps into bed, giving a quick lick to her friend to help comfort her. "Okay Fluttershy... Come here..." She wraps a forehoof around her friend, then a second. Then she wraps her hind legs around the timid pegasus.

Now in a full body hug, Rainbow grins at her friend. "Feeling better?"

Finally smiling for the first time since waking up, Fluttershy nods. "Yes... I feel wonderful, Rainbow..." An amazing feeling washes over her, and while she can't comprehend it, it's okay. All she knows is that she likes it, and it's because of her best friend in the world. Her heart pounds along with it, as a soft blush settles on her cheeks.

"Good. I'm on top this time." Dash confidently whispers, nuzzling her friend.

Giggling, Fluttershy nuzzles her back and sighs in bliss. "Thank you, Rainbow Dash...you're the best..."

"Any time Fluttershy. I knew I would be sleeping with you tonight."

"Oh, yes...you were right..."

"So... next time you feel like you need me to help you sleep... tell me."

Fluttershy nods, snuggling more into her. "I will, Rainbow. I promise. Besides...you know I love sleeping in your hooves... It's the most wonderful feeling for sleeping, it really is..."

"Okay..." The bold pegasus was not expecting that part. "Well... You just close your eyes. I'll keep watch."

"Oh, but you need to sleep, too!"

"Don't you worry about me. You get rest. You had the nightmare. So I'll protect you."

Another sniffle. "Rainbow...thank you... Oh, you're wonderful... I never want to let you go... I want to stay with you, like this...forever..." Fluttershy closes her eyes, a sense of peace filling her, allowing her to sleep.

"Yes yes... I know..." Dash dismisses the soft sappy comment, gently closing her friend's eyes with her forehooves.

"Goodnight, Rainbow..." Murmurs Fluttershy, relaxing all the more. "My hero...my angel..."

"Night, Fluttershy." The filly on top murmurs back.

The two fillies manage to fall back to sleep, with Fluttershy having done so first. Rainbow follows soon after, trying not to think of the "mushy stuff" that her friend had been saying.

* * *

"One more week of school, one more week of school!" The grinning cyan filly bounds along, full of Friday energy, happy to be out of class for the week.

Fluttershy giggles as she walks with her friend, nodding. "Oh, yes! I'm looking forward to going back home for a while."

"I can't wait to see Soarin' again! He and his fillyfriend can show us all the latest tricks! It'll be super cool!" Rainbow grinned, energetically hugging her friend with a foreleg.

"Yay! Oh, I'd love to meet your brother!" Fluttershy gushes, nuzzling her companion.

"I'm sure he'll love you too. Maybe he can even help you fly!" The bold filly's smile lights up her shy friend's world.

"...Would he do that?"

"Well he helped teach me to fly! He's awesome like that. All you need to do, is feed him some pie and he'll be super happy and do anything."

Fluttershy giggles, keeping that in mind. "Um...my mother makes very good pies..."

"Then we need her. You can get your mum to do pie can't you?" Hope shines in the young speedster's eyes as she releases her friend.

"Oh, of course I can! I just have to ask her and she'll make it."

"Sweet! Come on Flutters! We gotta pack!"

"But there's still one week left!" Fluttershy calls out after her receding companion.

"We still need to get ready! Come on!" The speedster calls out, disappearing behind a wall of cloud.

Fluttershy pauses, tilting her head for a moment. "...Well...I can't argue with that." She mumbles to nopony in particular before she canters after her friend.

* * *

Two buzzing fillies sit in their room, the shy yellow one, slowly packing her small assortment of things while her companion crams everything in reach into small saddlebags. The room is filled with the soft melodies of Fluttershy who is singing softly under her breath, just loud enough that her friend can hear in.

Rainbow is clearly showing her excitement, "I think I'll leave the Wonderbolts posters up till we are about to go. Those are important." She pauses, glancing around the room for a few moments. "I think that's everything. See anything I missed Fluttershy?"

The filly in question looks at her friend's saddlebags, which are stuffed to the rim, and then around the room. "I think you put in everything...and didn't even leave things for when we'll need them over the week, Rainbow..."

"I'll be fine. I only need these out..." She indicates the posters on the wall. "Everything else..." She grins as she pats her bags, confident that all was in order.

"Well...okay...I just hope you don't realize that you do need something and have to dig through your bags to get it..." Fluttershy says, placing her own saddlebags by the door. She then headed toward the bathroom. "I'm going to take a bath."

"Right behind you!" Without even closing her bags, she takes off after the pink and yellow filly.

"Huh? But...why? You need a bath now, too?"

"Why not?" The young speedster grins at her friend, "can't I have fun in the bath with you?"

Fluttershy giggles, smiling. "Of course you can, Rainbow... If you want to have a fun bath with me, you can if you'd like..."

"I sure do!" The cyan ball of trouble leaps on her companion, playfully pinning her to the ground, grinning down at her.

"Hey!" Fluttershy laughs, now on her stomach on the floor. "Oh, Rainbow...you silly filly..."

"Me!? No way. I'm cool!" Rainbow gets off her friend for a moment, waving her hooves in the air to demonstrate her point.

This allows the gangly pegasus on the bottom to stand and deliver a hug to her friend. "Okay Rainbow... you're so cool." She nuzzles noses, giggling softly in time with her defender.

"Alright! Enough of this sappy stuff... lets have some fun in the bath!" Rainbow Dash eagerly zips off again.

"Wait for me!" Fluttershy laughs, going after her.

"You can't catch me!" The filly up front laughs, diving into the empty tub and frantically turning taps to get things underway.

Giggling, the creamy yellow filly flies into the tub, and hugs her companion from behind while she works the taps. "I got you, Rainbow!"

The speedster attempts an escape, instead slipping on the wet surface as more water flows into the bath. She slides belly along in the tub, laughing the whole way with her friend on top. "That's cheating. I was getting our bath going!"

"I know," Fluttershy giggles lightly, then releases her.

Colourful mane sticking out all over the place, Dash grins at her friend, lightly splashing her. "Now it's your turn to pay for it." She adds a few heavier waves to the mix as more water arrives, giggling all the way.

"Nooo!" The lanky filly splashes her back, though weakly, laughing.

"I'm going to win this time!" The smaller pegasus cries out playfully.

Fluttershy giggles, shaking her wet mane and splashing gently. "But you always win at this, Rainbow! You win everything..."

"But I'm supposed to win everything. I'm me!" She giggles loudly, adding a short but powerful wing to the mix, sending water everywhere.

"Yes, you do..." She smiles.

The speedy youngster rushes at her companion once more, diving under the shallow water, tackling her friend from below. Bubbles explode around Fluttershy as the filly under the water yells in victory, coming to rest, victorious on top.

A very breathless filly lies atop the yellow throne of plush, panting rather loudly as she breathes warm air across fluttershy's coat. This sends tingles up the timid pegasus causing her to break out into soft giggles. "Stop it Dash! That tickles!" She rolls around, attempting at dislodging the filly lounging on top, before giving up.

"I sure hope you have a nice big bath where you live Fluttershy. I'll be able to do lots more with you if you do..."

"Yes, I do. My parents have this really big tub in their bathroom." Fluttershy nods. "But we'd have to ask if we can use it."

"I'm sure they'll say yes. Especially when we tell them all the fun we've had in here!" The fluffy filly sits up, grinning at her yellow friend.

"Ooh, okay... We can do that...I'm sure they'll let us..."

"And I thought water was silly..." The still-grinning youngster muses, moving to turn off the taps.

Fluttershy settles against the back of the tub, sitting up and closing her eyes to enjoy the soothing warmth. "Mm-hmm..."

A peaceful moment passes as the pair enjoy the moment, sinking slowly into the warm water.

"So... you have a big bath at your place... anything else that's cool that we can do there in the holidays?"

"Um...well...our basement is kind of big... There's a lot of space for playing games." Not being one to brag, the shy filly trails off, content to simply enjoy the warm moment.

Thoughts of all the fun physical activities that she could partake in with such a space fill the young multi-coloured pegasus's mind. "Your house sounds so much cooler than mine."

"We have a balcony, it has a pretty nice view...It's really nice to sit out there a lot for dinner or breakfast, watch the sunset, or just watch the stars..." Fluttershy murmurs dreamily. A little daydream pops into her mind, in which she and Rainbow are sitting on the balcony together, wings interlocked, snuggling, and whispering to each other. Not to mention being bigger and older.

"Stars... who would want to look at those boring things..." Rainbow Dash scoffs, not realizing her friend's fantasy.

Fluttershy pouts, her dreams shattering. There's a silent pause, until she feels a body coming up against her. When she opens her eyes, she looks to see Rainbow looking back at her, leaning against her, almost nose-to-nose.

"Hi..." The cyan filly grins, cheekily, licking her friend's nose.

Giggling, Fluttershy beams giggling softly. "Hello, Rainbow..."

The cheeky pegasus falls onto her back, making waves rush around the bathtub. "Ahh... One week... then... all fun time... and nap time..."

"I hope we can have fun together, Rainbow... I'm really looking forward to it... I just hope you'll have enough fun to want to do this again..." Fluttershy murmurs softly, twiddling her hooves. "I just...you're my best friend...and I hope we can still have fun in the future..."

"I'm sure we will. I'm always ready to have fun with my best friend..."

"...We'll always be together, won't we?"

"We sure will..." Rainbow Dash confidently closes her eyes, starting to float a little in the soothing water.

"When I grow up...I don't want to get married like the other fillies want... I want to stay with you..." Fluttershy confesses, relaxing again.

"Thats... nice Fluttershy... I've never thought of any of that mushy stuff before. That's boring grownup stuff..." She sighs in contentment once more, sinking further into the bath, touching hind hooves with her best friend. "Yep... no silly colt's ever going to slow me down..." The speedster smirks, confident in her little speech.

Giggling, Fluttershy touches hind hooves with her right back. "The other fillies can have the colts... All I need is my best friend..."

"I beat up the colts..." Rainbow giggles, almost slipping below the surface as she relaxes too much. Scrambling back up, she quickly finds a more comfy position, leaning on her best friend.

Fluttershy makes no response to that, but brings a foreleg around her smaller friend.

[hr]

"Alright class... How are we all feeling today? Ready for your last week of school?" Ever eager, Mrs Breeze stands at the front of her classroom addressing her wonderful class of young pegasi.

"Yes, Mrs. Breeze!" Calls back the class. Excitement rings out loud and clear from most of the class, ready for their holiday right now despite the week ahead.

Rainbow Dash and Fluttershy sit in their regular positions at the back, carefree filly lounging on her chair, looking as cool as she possibly could.

As cool as a holiday sounds, the bold cyan filly feels the need for more attention from her fan base before things wrap up for two weeks. She knows that she will get to spend the holidays with her best friend. This of course means that this week can be for her supporting crowd. She doesn't like how some of her fellow schoolmates are starting to ignore her. 'I am not a nopony. I am Rainbow Dash and I am super cool!'

Fluttershy sits in her usual seat, occasionally doing some little doodles in her notebook. She feels nervous, especially for the week ahead, but can also feel the excitement of upcoming holidays pulsing though her system. The end of the term is approaching fast and she is especially looking forward to spending the holidays with her best friend.

'The first friend I ever made in school...' A dreamy smile overcomes the shy filly's features. 'And we'll be able to spend some time having fun together! I'm so excited! I never thought I'd make a friend...especially a friend like her...'

She glances over toward Rainbow, and gives her a sweet, shy smile.

The egotistical filly grins happily back at her best friend. "Looking forward to the holidays there Fluttershy?"

"Oh, yes!" Fluttershy nods. "I can't wait!"

"Neither can I-"

"You two down the back. Be quiet please. I'm sure you can wait one more week. Just think, come the end of this Friday's class, you can talk all you like. So please, eyes front to me." The teacher casts her gaze around the assembled class of just over a dozen young pegasi. "All of you can have all the fun you like then. Okay?"

Several murmurs of disgruntled agreement sound from the students, nodding their heads simultaneously.

"How about a fun class then, something to get your last week off to a nice start for everypony?"

This gathers a better response from the class causing the mare in charge to smile happily down at them all. "Thank you class. How about some art to start the week off. Everypony pick either drawing with their pencils or if you like... I can get out the paint."

This makes some of the fillies and colts raise their hooves, shouting that they want to paint.

"Oooh, yay!" Fluttershy giggles, pulling out some paper and colouring pencils.

"You don't want to play with the paint?" Rainbow Dash asks her companion as she slips out of her seat, ready to join in with most of the class.

"Um...no...I don't want to make a mess. But if you want to play with the paint, you go right ahead, Rainbow!"

"Okay!" The bold speedster rushes to the front, insistent on sitting with the rest of the cool youngsters who want to enjoy the wonders of having fun with paint.

Fluttershy watches after her with a smile before she gets to drawing on some paper. She hums a bit, holding a colouring pencil in her mouth to draw out one shape. She takes another pencil, drawing out another shape.

Carefully, carefully, she takes her time. Once done with them, she fills them in with colour. It's a little sloppy, but looks really cute and sweet and precise. At least, for a filly her age. She holds up her work, proud of it.

It's a drawing of her and Rainbow Dash, together, on a ground surrounded by flowers, a few blue clouds in the sky, and also a sun with a smiling face. With a red pencil, she writes in Rainbow Dash and Fluttershy - Best Friends 4 Ever above the drawn-on fillies.

"Yay! Oh, I hope she likes it..."

Meanwhile, the teacher returns with the paints, allowing Rainbow Dash to sit in charge of dishing them out to everypony. With a light smile on her face, she decides to leave the room for a few moments to collect further items that her class might find fun to use creatively.

The cyan filly busies herself with taking charge of the paints, pointing out who is allowed what while taking the best for herself. "No Derpy. This is my paint. Go get your own, over there." Mild annoyance flashes across the young pegasus's face as she points over near the corner of the front of the class.

"I'm sorry, Rainbow Dash." Derpy Hooves says before she obeys, a smile on her face. Although she feels left out of the cool group it's okay, 'at least Rainbow Dash cares about me enough to show me where to go.'

"Come on, Dash! I wanted the red one!" Flitter complains, indicating to one of the jars.

"Okay. You can take that one. Cloudchaser can share with you."

Flitter shrugs in agreement, taking the jar she wants. Cloudchaser follows after her with a jar of pink paint and some brushes, looking happy to share.

"Alright everypony. Let's make something super cool!" Dash rolls out a large sheet for her group of followers to all add to. "Everypony pick a colour and follow me!" Eagerly, the bold filly leads off with her brush, laying bold blue stripes across the top of the canvas. "Let's make this super cool! Let's hear it!"

A supporting cry goes up from the youngsters around the cyan filly. Everypony joins in with gusto, if there was one thing Dash could do, she certainly knew how to inject energy into her fellow pegasi.

As more and more pegasus foals joined in under their leaders command, the sheet rapidly fills with sloppy paint jobs from too many young energetic hooves.

Being the prankster that she is, Rainbow Dash can't help but add a bit of paint here and there to her underlings coats and manes whenever she finds somepony focusing purely upon their job. A few of the super cool young colts catch on and with naughty giggles and lots of immature winking, they form a group led by Dash. Under her silent instruction they do the rounds across everypony at the front of the class.

"Hey Derpy, come over here for a moment." Cloudchaser called out, beckoning for the cross eyed filly to come near the cool group.

"What is it guys?" Derpy ambles up to them, smiling genuinely, hopefully.

"We wanted you to take a quick look at our work... maybe even add to it if you like." The multi-coloured trickster grins as she wraps a paint covered foreleg around the grey pegasus.

"Well gosh! I'd love to!"

A few snickers follows her as she picks up a brush. She leans down and starts to add her own flair to the unique painting in front of her.

A giggling Rainbow Dash adds a few more light traces of paint to her fellow filly's back before stepping away to avoid detection.

"Looking cool there Derpy." Giggles one of the young group members as they stare at the bold filly's handiwork.

Hoops and Billy quickly trot across from their own work, past their competitor, Rainbow Dash and her group. Poking out their tongues they walk up to Derpy's work and tear it in two, laughing to each other, the two bullies gaze around the class for another subject to take their flair to.

Grinning, they spot the perfect pegasus... Fluttershy.

Over at her seat, Fluttershy continues to draw some little things, all by herself. But she doesn't mind, she feels a lot less nervous about being alone, even with Dash playing around with her fans. She hums, happily drawing a rainbow arching over a small little dream house, on the ground.

"And...oooh! Some animals from the ground level! That would be nice!" She giggles, adding a couple of sloppy but still discernible animal forms. "Ooh, I hope she'll like our dream home! It'll be nice and big, with a lot of room for her to play... It's going to be so pretty! Ooh, we'll surround it with trees..." She draws on some trees.

"Heh heh, what a stupid drawing, Fluttercry!" Teases a bully from behind her, who happened to be Score, a friend of Hoops and Billy. "Only your mommy could ever like that!"

Fluttershy tenses, realizing the situation. "P-Please...leave me alone..."

"What's wrong? Don't have your hero Rainbow Crash here to help you?" He sneers, poking her back with his pencil.

"Stop it, please... I just want to draw." She pleads.

"Where's the fun in that? You wouldn't want me to get bored, would you, Fluttercry?"

"Please, stop..."

"Hey, everypony! Watch Fluttercry the Klutz turn blue!" Score hollers, standing up on his desk and then proceeding to dump an entire jar of blue paint over the yellow filly.

Fluttershy squeals as the paint pours and drips all over her, getting in her mane and on her coat. She squirms and yells, trying to make it stop. Laughter is then heard. Everypony in the class seems to be pointing and laughing at her, just like in her nightmare. She squeaks, covering her face with her hooves and beginning to sob.

"Hahahaha! She is turning blue!"

"Hey, blue and yellow make green! She should be turning green!"

"You look stupid, Fluttershy!"

"Good one, man! You got her good!"

All the laughter. Fluttershy whimpers, trying to block it out, holding her hooves over her ears and squeezing her eyes shut. She cries harder, trying to make herself smaller, having nothing to do.

In blind upset rage, she runs out of the classroom, sobbing.

"Hey! Why did you do that to my friend?!" Abandoning her group of tricksters and Derpy, Rainbow Dash storms up to the pair of colts.

"Oh come on Rainbow Crash. Be cool. We were only messing about." Hoops replies, grinning.

Score gives a smug look to the rainbow-maned filly. "Besides, Fluttercry could use a change in colour!"

"We like what you did to Derpy. You just gave us a few ideas on how to make your fillyfriend look better too."

"She is not my fillyfriend..." Growls the young speedster.

"What did you do to me?" Derpy asks, breaking into the conversation. "I know Rainbow. She's nice, not like you three."

"Go away Derpy. You're uncool." Hoops waves a dismissive hoof at the cross eyed young pegasus. "Or even better. Take a look in the mirror. Then thank Rainbow Dash for helping you." He laughs loudly, enjoying the look of confusion that crosses the grey filly's face.

"But...why am I uncool?" Derpy asks, looking a mixture of sad and confused.

"There's nothing wrong with you Derpy." Rainbow Dash turns to face her confused class member.

"Oh come on Dash! You said it yourself... She's an easy target..." Cloud Kicker points out, grinning.

"...Easy target?" This makes the pale-blonde pegasus look perturbed. "I-I thought you were my friend..."

"I..." Rainbow Dash stops herself. She can feel the eyes of the class upon her. Either way she is about to lose some faithful followers.

"You what?" Prompts a grinning Billy, prodding the cyan filly.

"Come on, Rainbow Crash, tell us!" Hoops goads her on, sneering.

Derpy looks at Rainbow, her crossed eyes filled with tears and her lips quivering.

With a vengeful look at the two bullies next to her, Rainbow Dash turns to face the sad looking grey pony. "Look... I'm... a cool filly... I can't help it if you're not... Okay?"

"Yeah. Look what she let us do to your painting." Laughs Billy, pointing out his and Hoops handiwork. "She distracted you, painted you and let us have a bit of fun..."

The tearful crazy eyed filly feels her coat, it does feel like somepony has just painted her. "...Fine...I'm sorry I bothered you, Rainbow Dash." Tears streaming down her face, Derpy just looks down at the floor and walks away sadly with dejection.

"Derpy!" With a snarl, the cyan filly rounds on the pair of grinning bullies.

"Oops... did Rainbow Crash just lose an uncool friend?" Grins Hoops.

"She's cooler than both of you two put together! Bullies!"

"But you started it. What does that make you?"

The young cyan pegasus turns to her group of followers for support, only to see that none is forthcoming. A silence descends upon the classroom, nopony is willing to help anypony else.

"Fine. I'm outa here!" Without stopping to even fight her usual tormentors, Rainbow Dash storms out, grabbing the stuff on her friend's desk as she goes. 'At least if I can find Fluttershy, I know she won't leave me hanging like this... she's a real friend!' With that thought hanging over her, the speedster stuffs everything in reach from her friend's desk into her own saddlebag then sprints off down the hallway to find her friend.

The door slams, leaving the rest of the class in peace. "Well that was a... interesting start to the week." Cloudchaser comments. A few naughty giggles follow.

"It sure is." Adds somepony else.

"Class. I'm back with more fun activities for you all! Wait what?" Annoyance fills Mrs. Breeze's cheerful face as she realizes something bad has gone down in her absence. "Wait... Where's Rainbow Dash?" She gazes around taking in the odd scene before her.

"She left to go find Fluttershy!" Cloudchaser says, giggling.

* * *

In the shared dorm, Fluttershy has locked herself in the bathroom (or just closed the door), as she sat in the tub. The rain of the shower washes over her as she stares down at the white porcelain. Tears from her eyes mix with the shower water, as if coexisting. She sniffles, wiping her eyes. Some of the blue paint washes off, colouring the water droplets briefly before trailing to the drain.

"Why am I such a nopony?" Fluttershy mumbles to herself, sniffling again.

Crying once more, the creamy yellow filly can barely even muster the strength to wash herself. She just stares at the white porcelain of the tub, the shower water running over her, her mind jumbled with the terrible memories of earlier.

All she can hear is the laughter. All she can see upon closing her eyes is the sight of her peers pointing at her with gleeful grins and sneers.

A misfit.

She was nothing but a misfit.

Nopony important.

The door creaks open, the respondent youngster fails to notice, her mind on her own failings. A few more moments of nothing but the sound of running water pass before a pair of cyan hooves rub the shy filly's back.

The timid pegasus jumps at the touch causing Rainbow Dash to restrain her as best she can. "Hey it's okay Fluttershy... I'm here now..."

"R-Rainbow..." Fluttershy's voice quivers, feeling a pang of relief.

"Yep. The one and only! I grabbed you stuff before I left."

"I-I hope you didn't get into a fight with those two bullies."

"No 'Shy, I didn't. I just talked to them. Like you said."

Fluttershy smiles a bit. "That's good... I'm glad you're okay... I'm...sorry I ran out like that..."

"It's nothing... They were being meanies. So you were just Fluttershy..." The speedster slips into the tub alongside her friend, searching for the soap to wash the painted youngster up. "At least you only got paint on you..."

"I was so scared... Everypony was laughing at me...looking at me... I was humiliated!"

"I wasn't laughing..." The defensive tone of the cyan filly cuts though the warming air.

"...Really? You weren't?"

"Of course I wasn't! You're my friend! My best friend... And when you left... I was stuck with a class of losers." Dash says, shaking her head rapidly.

"B-but... I thought that group you were with were also your friends..." Sniffles the creamy yellow filly.

Rainbow Dash snorts loudly as if suppressing a laugh. "When Derpy got done... after you left... no pony stood up for her. Then she ran off and no pony stood up for me. They all can jump off a high cloud for all I care..."

"...Poor Derpy...I hope she'll be okay. She always so nice to us." Fluttershy murmurs, opening her eyes.

"I know... she's a bit crazy though... but I couldn't help her with everypony there. Then they all turned on me. But I'm cool. How could they...?" A cyan hoof slaps the water in anger as the speedster tries to let out some of her pent up frustration.

This shocks Fluttershy a bit. "Why...did they turn on you?"

"Because... They're all not cool..." Avoiding the real reasons, Rainbow Dash does her best to think of an answer that is close to the truth.

"Oh...I'm so sorry, Rainbow..." Fluttershy wipes her eyes, sniffling. "I can't believe they would just turn on you like that! Who does that? A real friend wouldn't... I'd never turn on you...ever..."

"I know... that's why I left them. All I need is you. My real friend..." The cyan filly continues to gaze into the now soapy water as if it holds all her answers.

Turning around, the creamy yellow filly smiles sadly and hugs her best friend. "You're all I need too, Rainbow... We can stick together... As I said...you're my family now. And family never gives up on each other."

"I know. Now lets get you washed up. I still want to get to play with you at lunch!" The young speedster grabs the scrubber and some soap, preparing to set to work on the paint that infests her best friend's coat.

"Hee, I'd love to play with you!" Fluttershy smiles. "Um...you brought my stuff back? Oh, thank you! I...have some drawings I wanted to show you..."

"I did... but only what I could grab off your desk. So I might have your drawing... I hope Hoopes didn't tear it up like Derpy's."

"He did what to Derpy's painting!?" Shock floods the creamy yellow filly's system. No wonder the cross eyed filly had left.

"Yea. That bully tore Derpy's painting up when I had her distracted with something. I didn't mean it to happen!" Rainbow is still hopping that she can avoid letting her friend know what she herself had done to the poor haphazard pegasus.

"Oh no...that's so sad! Poor Derpy... That's so mean of them to tear her painting like that!" Sniffles Fluttershy, shaking her head.

"Hey... at least I think I saved yours. Now hold still and I'll clean you up, silly filly."

Obeying, Fluttershy remains still as she can. "Sorry, Rainbow...go ahead... Um...and thank you for helping me clean up... I just...I felt weak. I almost couldn't even move."

"It's okay... We just need each other sometimes..." The bold filly grins happy across at the larger pegasus. "You know... I really wish was I was big like you..."

"...I'm not that big, Rainbow... In fact...I don't like it...it draws attention to me..." Fluttershy shakes her head a bit, whimpering.

"I'll swap you! Then I get more attention! Win, win!" Rainbow grins at her companion as she works her way along the delicate yellow back.

"But Rainbow... you're cool just the way you are." Fluttershy near purrs as cyan hooves tickle her lower back.

"I'm sure I can be cooler..." Always up for a challenge, Dash simply can't resist such a reply.

"Come on...you really are awesome and cool just the way you are."

"Well... okay..." A grinning cyan pegasus licks her friend's face. "I guess there's only so much cool to go around.

Fluttershy giggles with delight. "Oh, Rainbow! You always know exactly what to say."

Little hooves tickle the side of the shy pony. "That's because I'm me. And Rainbow Dash will always be the best."

The filly on the receiving end rolls around in the bath laughing happily. "Rainbow...noooo! Don't tickle me!" She squeals.

"But you're so much fun!" Laughs the trickster back, moving her hooves away from the sweet spot to cover the soft yellow tummy instead.

"Hee hee hee hee! Noooooo!"

"More Dash!" With a cheeky look upon her face, The cyan speedster moves in and blows a raspberry on the soft plushy belly of her best friend. "You're mine now Fluttershy!"

Fluttershy laughed loudly, her lanky limbs wiggling. "Yes...I am!"

* * *

In the small dorm, two fillies sit around the saddlebag belonging to Rainbow Dash. Said filly reaches over to open her bag, grinning at her friend. "Right... let's see what I saved for my best friend."

"Ooh, what did you save?" Fluttershy asks.

Eagerly, the dominant youngster digs into her bag, pulling out a few pencils and other stationary. After a few moments the shy filly by her side lets her smile fade, it appears that nothing of real importance had been saved. After a few more moments of digging, Rainbow proudly pulls out a rather crumpled looking item of paper.

"Ah... Is this your drawing Fluttershy?" She eagerly holds it out for her friend to check.

"Yes...it is! I can smooth it out later...but I...draw that of us..." Fluttershy says softly.

"It is...?" The bold filly gives her friend a blank look, hoping for her to continue.

"Yes...Look. I drew you, me, the ground, some flowers...and that we're best friends forever..."

A broad smile lights Rainbow Dash's face. "Nice. You can always be my snuggly wuggly." She then rolls around on the floor, excessively pleased with herself for coming up with such a silly pet name.

"Ooh, snuggly wuggly? I like it!" Fluttershy claps her hooves in delight, gliggling. "Ooh! And I also drew our dream home!"

"Just don't expect me to use that in public..." The cyan filly pauses for a moment to examine the latest work she is being presented with.

"Isn't it nice?"

"Yea. What is it...?" The questioning filly leans forward a little to get a better look.

Fluttershy goes over beside her, happily pointing out the aspects of the drawing. "Well, this is going to be our home when we're big! See? It's all big and pretty, with all the trees, some animals... And there's some space for you to run, fly and play around!"

"Are these all animals you've read about...?"

Fluttershy nods, giggling. "Yes..."

"Okay... I sure hope they look cooler when we get to go and see them."

"Me too!" The creamy yellow filly hugs her friend. "Oh Rainbow, I'm so excited! I can't wait until we grow up!"

"That's like... forever away. I don't want to grow up. I'm cool as I am. I only need to get tall like you." The sky blue filly grins appealingly at her companion.

"Well, then we'll be tall when we grow up, silly! And then we'll go find our dream home!"

"Okay." With a massive grin upon her face, Rainbow Dash stretches out on the soft cloud floor. "I wonder when the bell for lunch is... I can't wait to go play out there."

"Um...can we...not play where somepony can see us? Please?" Fluttershy pleads.

"Um... okay..." Although it was an odd request, it was one that Rainbow Dash feels happy enough to comply with after a morning of being rejected by her fellow classmates.

* * *

The final week of term was one of excitement for the young class. Derpy was highly unsocial the whole time, avoiding everypony and totally unwilling to listen to Rainbow Dash, despite Fluttershy's attempts at getting something to work.

Rainbow also was summoned to the headmasters office on the odd occasion so that the head pony could keep a better eye on Dash and her tricks. Each time this happened, Fluttershy found herself thankful that the kind old stallion is able to recognize a nice filly when he sees one.

The rest of the school was highly excited, most of the fillies and colts who had lived on the school grounds were eager to return home and enjoy a well earned holiday.

Rainbow Dash and Fluttershy had spent the week enjoying each others company away from the regular crowds that would cling to the bold speedster. As much as Dash wanted to continue to enlargen her group of followers, she found that enough was enough for one term. Although she appeared to have lost a large amount of her followers, there was always a few who could be counted upon to cheer the fast filly on when she requires it.

Now that it is finally the last day of school, the class finds themselves outside on the cloudfield, ready for one last practice flying session on this, the last afternoon of school.

"Alright class. Who's ready to have fun in your last class?" The grinning teacher asks.

"Whoooo!" Shouts all the fillies and colts as they flap their wings.

Fluttershy feels a major sense of deja-vu, realizing what this all means. A fun flying lesson. Yes, fun for everypony else, not so fun for her. She crawls away, hiding behind a cloud bank to avoid this, hoping nopony will notice she is gone.

Spotting the absence of her best friend, the cyan speedster knows where to look. Determined, she trots over to where the cowering filly is hiding. Without a word, Dash takes the protruding tail in her teeth, yanking her friend out of her hiding place with a small squeal of fear.

"Come on Fluttershy. It'll be fun."

"No...! Rainbow, I don't want to fly! You know I can't fly in front of everypony! Look, just let them have their fun...and I'll cheer you on! Just don't make me fly..."

"Is everything alright you two?" The caring voice of their teacher cuts into the conversation. "The rest of the class are out there playing and having fun."

"I don't want to fly...I can't..." Fluttershy whimpers.

"Yes you can fly young miss... but if you like... since it is only a fun lesson... You can just sit and watch your friend instead."

This makes Fluttershy brighten. "Yes! Yes! I'll do that, Miss Breeze! Thank you!"

"Okay... but watch out... Everypony else is not necessarily looking where they are flying. Not that everypony here can fly quite yet." She casts a glance across to Derpy who is trying to fly sideways, and as one would expect from such an odd method, is failing.

"Go on, Rainbow! Go fly, and I'll cheer you on!" Fluttershy says excitedly, bouncing on the spot. She gets behind her friend, gently pushing into her rump with her head. "Go on, silly filly! Go on! Go fly and show me what you can do!"

"Um...okay..." The bold cyan pegasus sits frozen in surprise at her companion's boldness.

"Go on, Rainbow...you can do it! You're the best flyer in our class!" Fluttershy cooes, still nudging her friend's rump with her head.

Springing up, the bold filly gives her friend a confident grin before extending her wings. "I'll race you miss."

"Oh no you don't..." Laughs the grown mare. "I don't need you to try and show me up. Just go and have some fun. But stay in this part of the playground."

"Aww... But this one's too small for a cool filly like me."

"No buts. This is the last day." The teacher shooes the cocky filly away with a forehoof. "Just go have fun. Show off to your friend."

"Oh! You could pretend you are in the Wonderbolts, Rainbow! I could be the pony who goes with you to cheer you on!" Fluttershy says, bouncing on the cloud ground.

"Yea! I can!" A massive grin erupts on the confident pony's face, small wings flick in anticipation for a few moments as she prepares for take off. "Give your Wonderbolt a cheer Fluttershy!"

"Yay!" The creamy yellow filly squeals happily, clapping her hooves. "Go Rainbow Dash, my awesome Wonderbolt friend!"

"Louder!" The grinning youngster cries back. "Come on. I'm in a stadium filled with fans and I want my Fluttershy to hear me!" She rears up on her hind legs, preparing to charge.

"Yay!"

Without stopping to tell the shy pony to speak up, Dash charges along a pretend runway near her friend, dodging a speeding ball of filly as another youngster attempts to use a similar pathway. With a mighty leap, Rainbow Dash takes flight, wings working madly, attempting flight. She successfully becomes airborne to the soft cheering of her best friend. A grin coats her face, she has done it again, no other young pegasus in the class can hold flight for more than a few moments, yet here she is, flying like a Wonderbolt. At least in her own mind...

"Yay! Good work, Rainbow! You're wonderful!" Fluttershy cheers, clapping her hooves again.

Tiny cyan wings give out, sending their owner plummeting into the soft clouds underneath. The cocky filly lands on all fours, rocking about as she regains her composure.

"Was that cool or what?" She grins at her spectator, hoping for some well earned praise.

"Yes!" The lankier filly trots over, nuzzling her companion. "That was amazing! You get better and better every time you fly, Rainbow!"

"So can you..." The grinning filly whispers in her companions ear. "Want to see me do that again? I'm sure I can do something extra cool if my audience wants me to."

"Hee! Okay, Rainbow. You can-"

"DRAGON!"

Screams filled the air, along with the warning yells of any adult ponies in the vicinity. A huge, looming shadow fell over the majestic cloud city, passing over it like a dark blanket. Some ways above, just barely skirting between the city lines, is a dragon. It is huge, a burgundy colour, flapping its enormous wings, both of which are as wide as a few pegasus houses. A roar sounds from the beast as it flies, not once glancing downwards, despite the loud screaming of the pegasi below.

"Awesome..." The bold sky blue filly finds herself frozen in place by the passing dragon. She has never seen something with wings that large before and stands in awe of its mighty power as it cruises by. She quickly forgets herself and any danger she might be in as she gazes upwards. 'I can only dream about what kinds of awesome speeds that thing can do...' The speedster finds herself wishing she were bigger, grown up. At least then she could try and race the winged monstrosity and find out if the dragon can truly fly as fast as it appears capable of.

Fluttershy freezes in terror, eyes wide, jaw-dropping. She has never seen such a huge and terrifying creature in her life! The dragon's jaws are filled with sharp teeth that are even bigger than her, and could likely crush her bones. Not only that, but it could easily swallow her whole. Without even chewing. Just one little slip and the dragon would have her for lunch.

She screams in terror, running away and going for safety to their quarters. It's all she can think to do, and hurries along before the mighty dragon spots her and catches her.

The dragon sails over Cloudsdale, not once stopping, and even lifts higher up into the sky once it passes. Its roars grow distant, the screams of the pegasi stop and soon it's gone.

"Did you see that Fluttershy... That was amazing..." The filly in awe glances around to spot... no pony at all. "Where is everypony...? Huh... That dragon was so cool." Still unable to spot any of her classmates or anypony else for that matter, she stalks off to find her best friend. "Scaredy fillies... it wasn't that scary. It was only a dragon."

* * *

Hiding under the covers of her bed, Fluttershy quivers and sobs with fear. She has never seen a dragon in her entire life, and has completely underestimated how big they actually are. To think a creature could either crush her, chomp her, set her alight, or swallow her was absolutely terrifying. She whimpers, trying to block out the sound of the dragon's roars. Trying to block out the sight of it when she closes her eyes. But nothing.

The bold cyan speedster pokes her head in the door to her room. "Fluttershy...? Are you in here?"

"No..."

"Oh really? Then why did you just talk to me?" The bold pegasus giggles lightly as she canters up to the hiding form of her best friend.

Fluttershy pulls further under the covers. "I-is it gone...?"

"Of course! It was so awesome to watch! I wish I was bigger... Then I could have given it a race!"

"Rainbow! It's a dragon! It could eat you!" Fluttershy squeals in fright, sniffling.

"Exactly! It's a massive, awesome, dragon! Just think about how fast those things can fly! It would be the best race ever!" The egotistical speedster almost squeals with joy as she leaps on the spot, throwing her hooves in the air.

The creamy yellow pegasus filly crawls out from under the covers. "But it's a dragon...they're big and scary... And you're not...you're a pony... Please Rainbow...don't do that..."

"Well... it's gone now... So I can't race it can I?" Dash rationalizes, still feeling a tiny loss at in the dragons exit.

Sniffling, the timid pony tackles her friend to the floor, clinging to her and trembling. "Rainbow, it was so scary! I never want to see a dragon again!"

"Awww... come on. It's not that bad... He was only flying over. I'm sure that when I'm big I can could beat him if he ever tried anything." The confidence in the cyan fillies voice rings out loud and clear as she caresses her companion's mane, attempting to calm her.

Sniffling, Fluttershy looks at her, reaching up to touch her mane. "...You really think so?"

"I know so. I'm sure I could kick his flak. No pony touches you and gets away with it."

Smile returning, Fluttershy nuzzles her cheek. "You're the bravest filly I know, Rainbow... I...feel so safe with you..."

The multi-coloured protector giggles lightly before she replies. "I'm the bravest filly I know too."

Giggling, the creamy yellow filly snuggles into her best friend happily, savoring her warmth.

"Want to head back outside and see if class is still on? I want to show you a few more cool tricks before we go."

"Sure...okay. Um... Rainbow?"

"What Fluttershy?" The grinning pegasus slowly extracts herself from her companion's hold.

"...Will you...sleep in bed with me, tonight? Please? I...I think...I may have nightmares about dragons now...I don't want to be alone."

"Um... okay. You know we go home tonight, right?"

Fluttershy blinks, and then nods. "Right, of course! I remember now! I-...oh...right." She trots over toward the bathroom, nodding sadly.

"We can always ask our mums to let me have a sleepover with you though. I"m sure they won't mind." Confidently, Rainbow Dash strides across to where her friend stands.

"A-Are you sure? I do have to go home, too..."

"We can stay at your place then. It's not like my dad will care if he doesn't get to see me for a few more days."

"Um...well..." Fluttershy sits, trying to think of a solution. "Well...we could go to your place tonight... And then tomorrow, we can go to mine."

"Sure. Whatever floats your cloud." The cocky filly grins happily. "Now, do you want to see me do a few more cool tricks?" Grinning, the speedster looks on hopefully, ready to charge out the door to show off.

"Yes. Let's go, Rainbow." Fluttershy nods in agreement.

"Come on then!" The bold filly yells over her shoulder as she charges out of the shared room, ready to have fun.

* * *

Two fillies bound down the steps of school, eager to meet each others parents and start a holiday filled with fun and games. It had been a long school term, and after all they had been though, neither filly felt they were going to ever forget it.


	10. Chapter 10: Angel's Holidays

Two fillies walk out the school gates of Cloudsdale Flight school. They check the small groups of parents

"Mum!" Rainbow Dash waves frantically, quickly obtaining a happy smile from her mother.

The young blue pegasus pulls her shy companion along as they rush out of the school gates to meet Rainbow Dash's mum.

"Hello dear. I hope you've been a good little filly."

"Yes I have mum." Dash grins eagerly, choosing to forget all examples of doing otherwise. "And mum. This here is Fluttershy! My best friend, she's super cool!"

The happy weather pony takes her first good look at Rainbow Dash's companion. "So... My girl has finally found a friend. How wonderful. It's nice to meet you Fluttershy."

"...H-Hello..." Fluttershy says shyly, looking away.

"Shy are you?" Giggles the mare. "Come on. I don't bite."

"Mum... there's a reason she's called Fluttershy." The bold fily nudges her companion. "It's okay Fluttershy. Smile." The cyan filly's face lights up in a hopeful grin.

Blushing a bit, unable to resist, Fluttershy smiles sweetly and looks up at the mare. "It's...very nice to meet you...um...Mrs. Dash..."

"It's lovely to meet you too Fluttershy." The smiling pegasus gives the young pony a brief hug. "Now... do you know where your parents might be?"

"No." Shyly replies the yellow filly.

Leading off, the weather mare looks around for any potential parents of her filly's new friend. "Do you know who's picking you up Fluttershy?"

"Um...I think my mother is...but I don't see her..." Fluttershy says softly, looking around nervously.

"Oh... Shal we just wait here for her then? I think I'd like to meet her."

"So would I!" Chimes in Dash, grinning widely.

Fluttershy smiles a bit, feeling pretty grateful that she doesn't have to wait all alone. At least now she can finally introduce her best friend to her mother! "Okay..."

"I would very much like to know how your first went Rainbow. How are classes and are you doing well in flying?" Gust inquires as a way of both passing time and also in an attempt at finding what her daughter has been up to.

"Well... First day I met Fluttershy here and she became my best friend... Class is boring mostly but I like flying classes. I'm top of the class!" The proud filly grooms her own ego, filling with pride as the other two smile on.

"That's good to hear dear. I do hope you still pay attention in class. You never know when something will be useful." Although she feels pleasure that her youngster appears to have been good, she knows that she is not being told everything. Instead of breaking the atmosphere with harsh words, Gust allows herself to fall into happy silence, glad to at long last be reunited with her filly.

A dark yellow pegasus with a bright red mane flies slowly over. Circling once, the mare lands nearby, gazing around as if looking for something.

"Oh...there's my mother! Um...so...I guess we can go meet her now..." Fluttershy begins to go over to her.

Chuckling softly, replied "We sure can. Run along now."

Nudging her friend playfully, Rainbow Dash grins sideways at the shy pony. "Come on Fluttershy. I really want to meet her."

Nodding, Fluttershy canters over to her mother, leading the two pegasi behind her.

"Mommy!" She cries happily, hugging her mother's foreleg.

"There you are!" The elated mare replies, hugging her daughter.

"Mommy! I made a friend! I want you to meet her! She's my best friend!" Fluttershy buzzes excitedly, nuzzling her mother's cheek.

"I sure do..." Chuckles the dark yellow pegasus.

Seeing her fellow filly coming up, Fluttershy goes over to her and gives her a hug, before presenting her to her mother. "Rainbow, this is my mommy! Mommy, this is Rainbow Dash!"

"Hello, Mrs... Shy...?" Grins the cyan youngster.

"Good to meet you Rainbow Dash. I hope you've been nice to my girl here."

"I have. She's my best friend!" Replies the ginning filly.

"Oh, she has, mommy... She protects me, too." Fluttershy giggles.

"Yep! From all the mean bullies!"

"That sure sounds like you Rainbow..." Sighs the weather mare from behind. "Oh well... as long as you two didn't get into any trouble over it."

"We didn't." cheerly grins Dash before turning her attention to the reserved sunny pegasus. "Are you cool like Fluttershy?"

"I... I hope so." Fluttershy's mother had failed to see that one coming and quickly finds herself smiling happily back.

"Of course she is, Rainbow. She's my mommy!" Fluttershy says, nudging her companion. "Mommies are always cool!"

The storm cloud grey mare walks up behind her cocky daughter, "Rainbow... be polite."

"I am...!" Insists the cyan youngster, grinning up at her mother.

"It's all right." Says Fluttershy's mother, Scarlet Sunset. She smiled in understanding. "I used to be a lot like her when I was her age. Rambunctious and very...excitable, you might say."

"Okay. Well, it's good meet you. My name is Gust. This, is my daughter Rainbow Dash." A light grey hoof assists in her introductions before it extends in greeting to the other mare.

Scarlet Sunset briefly shakes the other mare's hoof, slightly put off that no hug was offered before she continues with the pleasantries. "It's good to meet you too. My name is Scarlet Sunset. You've already met my little Fluttershy." The older yellow mare nuzzles her filly. "Thank you for keeping her company, I came a little later than I had hoped."

"It's okay! Nopony will get Fluttershy while I'm around." Dash proudly pats her own chest with a hoof.

"Oh, that's great to know." The deep yellow mare replies, smiling happily, relief flooding through with the knowledge that her daughter was safe the whole time. "Does my little filly finally have a friend does she?" Scarlet nuzzles the lighter coloured pegasus in her hold.

"Yes...I did say she was my best friend, mommy..." Fluttershy beams. "...Um...mommy...can we have a sleepover together?"

"I don't see why not. What do you think Gust?" Giggles the deep yellow mare.

"She's allowed. I won't mind... her father won't care..." Shrugs the weather mare nonchalantly. "Go on then Dash..." She prompts, pushing the bold filly forward with a hoof.

"Really?! I can?!" Dash grins widely, bouncing on the spot.

"Yay!" Fluttershy squeals, tackling her best friend, rolling around in the clouds in a playful ball of fun and filly as she shares the joy with the young troublemaker.

"This is going to be super cool!" Calls out the bold pegasus, hugging her best friend.

"Looks like you dad was right Dash... You have found a good friend." Smiles Gust, patting her daughters back, adding to the fillyhug.

Scarlet Sunset giggles, smiling with amusement at the two fillies. "My, this is quite a day, isn't it? My little girl made a friend, and even wants to sleepover with her. This time a few months ago, she'd have freaked out at the idea."

"I know! She's the best friend ever... even if she can be a little shy..." Dash grins happily up, ruffling her companion's mane.

"Well then... Do you need to gather up anything before you come over Dash?"

"Nope! I have everything I need here." She motions towards her overpacked saddlebags nearby. "See!"

"I do..." Nods the sunny pegasus. "And you're sure you don't mind me borrowing your dear filly for a day or two?"

"Of course I don't." Gust knows that her husband won't mind either, if he even remembers that the holidays were supposed to be on now.

"Thank you." Scarlet does a small bow, thankful that her daughter will have company for the holidays.

"Hey! Can I stay over for a lot of days?" Asks Rainbow Dash.

"Yes you can Dash. Now come here for a hug. Then I'll go home, got a storm to prepare for tomorrow." The weather mare instructs, happy enough to not have a spastic daughter to deal with for the holidays.

"Okay, mom..." The cyan filly chuckles, giving her mother a hug. "You're the best, mum! Thanks!"

"Yea. Now, go. Have fun. Your brother will be back later in the holidays."

"Awesome!" Dash trots over to her fellow filly.

"Um...goodbye Mrs. Dash...thank you for letting her stay with me..." Fluttershy murmurs shyly.

"It's no problem. Really." The strong mare waves to the trio, taking off into the sky with arrogant grace.

"See where I got it from?" Grins the cyan filly, "My mum has some cool moves for an old mare."

"Rainbow Dash. Don't be rude." Cides the remaining grown up. "Now lets go." She offers a hoof to her little one, a light smile upon her face.

"Yes mum..." Murmurs Fluttershy, hopping on top of her mother for a free ride.

"I'm really looking forward to seeing your cool house. Fluttershy's told me all about it!" Dash eagerly trots along after the grown pony.

"I'm sure she has..." Scarlet feels a wash of joy flood her system, her daughter clearly is making progress, despite her shyness.

Fluttershy giggles a bit, looking away. "Well...now we can go see it..."

"Awesome! Go faster Miss Shy! We need to get there faster so we can do more." Dash picks up the pace, overtaking the mare in the lead.

"What a fiery friend you have made Fluttershy. I do hope she's nice to you."

From atop her mother's back, the creamy yellow filly beams happily. "She is, mommy. She really is such a sweet girl. She's always nice to me. And she even helps me a lot...trying not to be shy, trying not to be scared, and stuff... Rainbow is a good friend...a really good friend."

"Okay then. Do you think we should give Dash here her race?"

"Um...she doesn't like losing, mommy...but I guess if you wanted to..."

"Well... How about we let her then... she looks like she's enjoying herself." The sunny mare picks up her pace, inching closer to the filly in the lead.

Fluttershy pauses and smiles. "Okay, mommy."

The trio race off, slowly gaining speed as they head off towards Fluttershy's home.

* * *

"And...well, this is my bedroom..." Fluttershy noses open the next door they come to, and trots into her room. She giggles and jumps onto her bed, happily settling onto it. "What do you think?"

"It's so cool!" The bold filly almost explodes with glee, clapping her hooves together.

Dash quickly rushes around the room, eagerly checking everything that she can out.

"You like it?" The yellow filly hops down from her bed, going to help her out.

"This is the best bedroom ever! Mine is just a little cloud in the corner." The energetic filly continues to buzz excitedly.

A sad, broken hearted look overcomes Fluttershy's face as she looks at her best friend. "I'm sorry..."

"Don't be... my house sucks. Don't know what dad spends his bits on..."

"W-What? But...Rainbow...that's not fair!"

Cyan shoulders shrug the problem off. "It's nothing. At least you have a cool place. Can you show me more? I really want to see more 'cause this house gets better and better the more I see!"

"One day..." Fluttershy murmurs to herself, heading out into the hallway again. "...One day...it could be ours..."

"No way. I'm sure I can make a place that's ten times as cool as this!" LIght blue hooves eagerly wave, illustrating her point.

"Meep!" Squeals Fluttershy. "You didn't hear that! No! I didn't mean to say it...out loud...um... never mind! Come on! Bathroom! Yes, bathroom!" Fluttershy scurries off to the hallway bathroom.

"Okay." Dash trots off after her friend.

_'No...why did she hear me? Why did I have to say that? Oh, now she's going to think I'm weird!'_

Fluttershy goes into the bathroom, not looking back to check if her friend is following, sitting down for a moment to think.

The shy filly's train of thought is derailed by the entrance of the bold cyan filly who pounces on her, giving her face a quick lick. "Gotcha 'Shy!"

"Ah! R-Rainbow...? What are you doing?" The shy filly asks, blushing.

"Giving my best friend a surprise. What else." Grins the brash filly, picking herself up. "You look cute when you're like that... Now... where's this awesome bath?"

Fluttershy blushes. "Um...well, this is my bathroom, actually. The cool bathroom I told you about is in my mommy and daddy's room. Do you want to see it, then?"

"Na... your one should be cool!" The bold filly bounds up to check out the rest of the bathroom, poking her nose into every cupboard, nook and cranny she can find.

"But...it's not." Fluttershy says, pouting. "It's almost like the one we have at school, except with different colours, places and I have a shower thingy instead of it being in the tub." She points to the nearby shower stall near the tub.

"I can still have fun in our bath times..." Dash passes her companion's worries off, still gazing around the well decked out room in awe.

"Mommy and Daddy have a huge bathroom as big as our room at the school... Mine is so normal, Rainbow...you're going to like that one more than this."

"Okay. Take to more cool rooms in your house then!" The bold filly bounds up to her friend, grinning widely.

"You see?" Fluttershy feels a tad saddened.

"I see a cool bathroom in here and a sad Fluttershy. I don't like a sad Fluttershy."

A little smile courses on the yellow filly's lips.

"That's better..."

"I...well...just...know that my bathroom isn't cool and I know you're not going to think it after you see my mommy and daddy's bathroom. So...you don't have to say it, Rainbow."

"Then don't show me their bathroom. I like yours anyway." The grinning bold youngster bounds out the doorway, ready to continue exploring.

"Okay..." The shy filly follows her friend out, unsure of herself. "Are you sure?"

"Yep! Sure I'm sure." The cyan filly is already moving on, gazing up at the hoof made walls, carefully decked out with various pieces of art.

A larger smile overcomes Fluttershy's face as she leads the way toward the basement. "Well, come on then! I'll show you the basement. And then after, my favourite place in the house!"

With a confident grin, Dash follows her friend, totally eager to explore. "Any more fun things to find in this house?" She eagerly asks.

"Well, not really. It's big, but, we do have to be careful in some of the rooms, as you could see."

"Why can't we explore them then?"

Fluttershy leads downstairs, biting her lip as she tries to figure a way to explain this to her best friend. "Mommy and Daddy tell me not to go in those rooms because they don't want me breaking things or getting hurt. And even so, there isn't anything to do in those rooms, so we won't be missing out on anything. They're...kind of like museums or the Rainbow Factory where we can't touch anything."

"And I know all about those..." Dash grins, overconfidently. "I went into a few of those... always go kicked out. You sure we can't explore here too?" She can only imagine how fun it will be to explore the off limits areas of the house.

"No... Because...if you get in trouble here, you won't be allowed to come sleepover anymore. And I don't want that." Fluttershy pouts. "Please, Rainbow? You're my family now, and this is where all my family comes to during the holidays... Please?"

"Okay. Just lead on then." Although Rainbow Dash doesn't like being told no, she allows her friend to lead on, hoping to discover better things together.

Relieved, Fluttershy leads her friend into the kitchen, where they come to another door. She noses it open, then trots down the stairs, a small landing, then two more steps. Below is a spacious basement with a few support beams, windows to let in some natural light, an extra bathroom, and another room that appears to be an office.

The entire room has some toys sitting around, a couple of tables, and a bar with a sink/kitchenette.

"Here it is! The basement!" Fluttershy says happily. "We can play all kinds of games here, Rainbow!"

"This is totally cool Fluttershy!" The bold young pegasus allows her enthusiasm to come bubbling to the surface, racing around, checking everything within hoofs reach out. She can hardly believe her shy companion lives in such a wonderful place.

"...I'm glad you like it..." Fluttershy smiles brightly, filling with joy as she sits on her haunches watching the cyan ball of plush dart about. "I thought you would."

"How did you get so lucky!?" The eager speedster reces up to the collection of toys and sifts through them as fast as she can.

Fluttershy looks at her with confusion. "I...didn't. They're just my mommy and daddy. I didn't' ask for any of this, Rainbow."

"Then you have the nicest parents ever!" A cyan hoof picks up one of the small toys and Dash eyes it excitedly.

"Yes, I do..." Fluttershy giggles. "Do you want to see the balcony?"

"Sure... if it's cool like this... it will be awesome!" Dropping the toy, Rainbow canters up to her companion. "Now?"

Fluttershy nods. "Then we can come back in for a snack, and we'll come back down here to play. Does that sound good?"

"It does. I'm starving already!" Grins the cyan plush ball, nuzzling up to her friend, ready for some action.

Giggling, Fluttershy nuzzles her back with a beaming smile. She then leads her companion upstairs, through the kitchen and to a massive door that appears to face the late day sun. This one leads to the balcony, which offers quite a view of some areas of Cloudsdale and the residential neighbourhoods on one side.

But up ahead is a view of the ground below, with blue lines of all sizes and lengths cut through the green, yellow and brown-ish colours of the fields and trees. Further into the horizon are majestic mountains and rolling hills, further adding to the beauty and charm of the natural landscape.

Fluttershy sighs dreamily as she gazes out upon the breathtaking, dramatic view, feeling her heart swell. What makes it even better is that she is sharing this with her best friend in the world. Just as she one day hoped to do.

The daydream from once before returns to her. Both she and Rainbow Dash are grown up mares, sitting on this same balcony together, enjoying the sunset as they sit, snuggled up with each other. She giggles at the thought, then glances at her best friend.

"Well...what do you think? I really wanted to share this with you, Rainbow. You're my best friend...and the first friend I ever had. And I never shared this with anypony...but you. It means a lot to me..." She says softly, looking away shyly.

"Okay... It's nice I guess..." Feeling the first pangs of boredom approaching, Dash settles down upon the soft cloud underhoof, preparing for a nap under the warm sun.

Fluttershy's ears droop as she looks away sadly. Of course this isn't going to mean as much to her companion as it does to herself. She takes a couple of breaths and nods, getting up. "All right, let's go inside, then." 'Not much point in enjoying it when I know Rainbow isn't.'

"I thought you wanted to..." The slowly relaxing filly glances up at her friend.

"Yes, but you don't want to. I know this...well, isn't the same for you as it is for me. So, I get it. We'll just go inside."

"Stop being so easy 'Shy... Sit... relax. I'll be okay if it's not for too long. I know you want me to be happy... but you're my friend too... and I want you to be happy too." The cheeky bold filly gives her friend a sad look, hopeful that she can get her friend what she desires.

Although the catch is not lost on Fluttershy, she is happy that her friend at least wants to take a minute or two to share this with her. Smiling, she sits back down next to her. "Okay."

"When I do this in my neighbourhood, I get a cool look at the places nearby and get to dream of flying over them all." Turning her gaze to the vista before them, Dash places her chin in her forehooves. "Just image how cool it would be to fly over all of that..." She wriggles excitedly, barely able to contain her dream, wings flickering eagerly.

This makes the creamy yellow filly beam, "Oh...I knew you'd like the thought of that, Rainbow. I'd...well, prefer to walk on that and explore...but it would be a thrill to fly over it all, and go out there...into the horizon...and see what's out there..." She giggles at this.

Rainbow fends her hopes of walking off with a forehoof. "Walking is for earth ponies Fluttershy. I'm going to have to teach you to fly like me so we can explore all that..." Wrapping a foreleg around her friend, the other cyan forehoof waving about, illustrating her point.

"...That...would be nice, Rainbow... Okay. We'll do it. I'll learn to fly, and then one day..." Fluttershy looks at Rainbow Dash instead of the view. "We'll fly over that. Together. On a big adventure!"

Mind and heart brimming with joy at what she hopes to come, the larger yellow filly cuddles up against her friend, relaxing into the combined warmth of filly and sun.

"Maybe we could even take Derpy out over there... more space for her flying..." Dash giggles into her forehoof as she imagines the ungainly filly crashing into everything in sight.

Although Fluttershy would have rather keep the party to the two of them, even she can't resist the idea. "Yes, that's very true. It would be nice... She'd like that, for sure!"

"Yep! And it will be funny seeing her go looking for muffins and crashing into stuff..." Giggles the prankster. "I'm sure we could have loads of fun with her..."

"You're right, we could have fun... Well, wonderful! Then it's settled! The three of us will go on that adventure together! Yay!" Fluttershy cheers, giving her friend a hug.

"There you two girls are..." The deep voice of a stallion reaches their ears as an older pegasus comes up behind them.

"Daddy!" Fluttershy smiles brightly at her father. "Daddy, this is Rainbow Dash! My best friend!" She snuggles the cyan ball of plush eagerly, grinning.

"It's nice to see you're making friends there. My name is Autumn Leaf. Are you a nice friend?" The sandy brown stallion settles down beside the two fillies, his deep brown mane flowing gracefully in the breeze as auburn eyes take in the colourful sight upon his clouds.

"I am!" Rainbow Dash gently pushes her friend off her, eager to make a good impression.

"Then I'm glad... I hope to see you around a lot then." He gazes happily off into the distance, drinking in the familiar sights outside his home.

"She's going to stay with us, Daddy..." Fluttershy explains, looking eager. "Mommy said it was okay!"

"I say it's okay too. In fact, as long as she behaves herself like you do, she is welcome here anytime. Okay?"

"Sounds awesome!" The grinning filly speaks up, willing and eager. She is fully aware that she may 'accidentally' break the rules a little, once she gets to know the house better. However, for now, such matters were easy to put out of mind.

"Don't worry, daddy, I'll take care of her." Promises Fluttershy, giggling.

"I don't need taking care of..." Scowls the cyan ball of trouble, shaking her spiky mane as she stands.

"Hee hee...whatever you say, Dashie." Fluttershy coos cutely. "C'mon, let's go inside and get a snack!"

A little rumble from the speedsters belly beats her to answering causing the other pegasi myrth. "I'm ready..." She stries off, leaving them behind, doing her best to look as cool as possible.

Fluttershy playfully rolls her eyes and then trots inside after her. Sure enough, Scarlet Sunset is in the kitchen, preparing them some sandwiches and carrot sticks. She smiles at the two fillies, gesturing for them to sit up at the breakfast bar.

"Come on then, girls. I have your snack prepared."

"Cool... I'm really hungry!" Dash leaps up, little wings flapping eagerly, doing all she can for the extra boost.

Giggling, Fluttershy climbs up onto her stool, sitting up at the counter as she dutifully awaits her helping. Scarlet Sunset places down the little plates in front of the fillies, along with two apple juice boxes.

"Thanks Mis Sunset!" The eager cyan speedster mows into her meal as fast as she can.

"Rainbow! Slow down!" Fluttershy squeaks, afraid of what her mother might think.

Between the look of mild shock on the sunny mare's face and her friends own horror, Rainbow forces herself to slow down to a more public friendly speed.

"I see somepony likes their food... Don't worry. I don't mind... but please don't teach my dear little Fluttershy any of your bad habits." Scarlet Sunset leaves her reprimand at that, confident that it will be enough.

A little sigh escapes Fluttershy as she slowly goes to eating her own food. 'Oh, what am I going to do with her? ….Well, she's just being the same old Rainbow Dash I know and love...'

Moments later Dash finishes her meal, leaping up off her seat. "Done! That was really nice!" She grins happily at Scarlet for a few moments before remembering her manners. "Oops... um... Thank you for the nice meal..."

Fluttershy smiles approvingly at her, nodding as she slowly finishes her food. "Yes, thank you, mummy. It was really good."

"You're most welcome dears. It's nice to have my little filly around the house again." The deep yellow mare smiles warmly at the pair.

"Don't worry. Soon I'll teach her to fly! Then she can fly home every day!" Grinning, Dash approaches the idea with gusto.

Scarlet Sunset laughs with amusement. "Oh, is that right? Well, then my little filly must have a great teacher out of you!"

"She...is a great teacher." Fluttershy giggles, nuzzling her best friend appreciatively.

"I sure am! You should have seen the last time she flew... she's almost as cool as me!"

"And how cool might that be?" Scarlet, willing to humor the youngster, smiles lightly down at her.

"Very cool! Coolest filly in class is me... Fluttershy is second coolest!" Proudly announces the speedster, confidently giving her friend a hug with a single foreleg.

"Awww..." Giggles Fluttershy, giving her a hug back. "Thank you, Rainbow! Come on, let's go play in the basement."

"Okay... go have fun you two..." Picking up the left over items, the sunny mare begins the task of washing up.

Needing no further encouragement, the bold cyan filly begins bounding off. "Come on Fluttershy! Fun time!"

* * *

Down in the basement, Fluttershy pulls out the boxes of toys, taking a few out at a time and placing them on the floor. Along with that are dolls, toy machinery, toy buildings and homes, building blocks, and some board games.

"It's not much, but I think we can have some fun games with all these." She says.

"Sure." Rainbow Dash stood with wide eyes, looking on as her companion continues to unpack toys.

"So...what do you want to play with first?"

"I don't know Fluttershy... they all look cool. Which one is your favorite."

"Um... I don't know... I like them all. Are you sure you don't want to pick?"

"Well.. . how about that one then?" Dash points to one of the pegasus dolls. "I bet that one can be a wonderbolt!" She rushes over, promptly picking up the toy and racing off with it in her mouth, imagination ablaze.

Giggling with amusement, Fluttershy nods and then picks up another pegasus doll, "Alright, Rainbow! You can be the Wonderbolt, and this can be the cheerleader who cheers on her best friend the Wonderbolt."

"How about two Wonderbolts!?" The eager filly charges back at her companion, eager to show how cool a duo can be.

"Okay." Deciding to allow her friend to take charge, Fluttershy races up beside the athletic filly. "Just as long as you are the main Wonderbolt. I will follow you, my super cool filly."

Soaking up the praise faster than a sponge that is dropped into a sea, the cyan speedster grins back, leading her companion on a crusade around the room. "Well come on then! Keep up super 'Shy!"

Buzzing with joy at her friend's words, the yellow filly tosses her toy into the air, leaping up and catching it again as she does her best to impress her friend. "I'm right here Rainbow!" She tumbles into the smaller filly and the pair find themselves rolling round and round and round before coming to a stop, yellow on top of blue.

A giggling filly pile lies upon the soft cloud floor of Fluttershy's playroom.

"Somepony's getting excited." Grins Rainbow Dash enjoying the close proximity as well as her companion's boldness.

"Well... you do that to me sometimes." Fluttershy nuzzles her friend, enjoying the cyan plush she is attached to.

"He, he... yea." Extracting herself from her friend, the speedy youngster races over to the discarded toys, tossing her companion's one over. "Here Fluttershy. Think you can catch the captain again?"

Giggling, the bright yellow filly, slowly stands. "Do you want to try duo work now?"

"Okay. Gimmie your best shot!" Dash throws her challenge out there, eager for her shy friend to break out of her shell and join in again.

The shy yellow filly sidles up alongside her best friend, toy held loosely in her maw, ready to play. "I'm ready."

"Wonderbolt tag team go!" With Rainbow Dash's jubilant declaration, the pair take off, racing around, side by side, imaginations alight as the tiny pegasi in their grip performed to thousands of fans.

As she races around, best friend at her side, Rainbow Dash can't help but feel eagerness welling up inside. Not only is she getting the best playtime ever, but it is clear to her that her friend's spacious house is the perfect place for a few incoming pranks.

Fluttershy meanwhile doesn't suspect a thing, happy to play with the bold cyan filly with whom she has already established such a strong connection with.

All in all, the holidays were certainly off to the best possible start.

* * *

_**I hope everyone enjoyed the chapter. The next one will probably be out in nearly a months time due to work (the real world can suck sometimes...) **_

_**I do like to hear from my readers... feedback helps give me incentive to keep going, as I otherwise will assume that no one likes this story. What you think of the story so far? Good? bad? **_


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